Pager Health’s Code of Conduct

Version No.: 3.0
Last Revised Date: April 23, 2024 Effective Date: April 23, 2024 Owner: PeopleOps Team

Pager’s Commitment

Pager is deeply committed to promoting a culture of ethical conduct and compliance with:

  • The laws, rules, and regulations that govern our business operations

  • Best practices in accounting, auditing, and financial reporting matters

  • Best practices in accounting, auditing, and financial reporting matters

  • All company policies as outlined in the Employee Handbook and this Code

  • All company policies shared with the employees

  • Pager’s mission, core values, and promises to our consumers and customers

  • Contractual obligations with customers

Who Must Follow Our Code

Our Code applies to all Pager employees (including contractors and temporary employees), officers, and board of directors. While this Code is specifically written for Pager employees, officers, and board of directors, the behavior of our business partners, including contractors and other third parties, can have a direct impact on Pager. For this reason, we expect all our contractors and their employees to act in a way that is consistent with our Code. We will take appropriate measures when we believe that third parties have not met our expectations or their contractual obligations.

Compliance Policies

The following compliance policies ensure that Pager and its employees (including temporary employees), officers, and board of directors satisfy this commitment to compliance. Noncompliance with any of the following compliance policies may result in disciplinary action, up to termination and legal liability.

1. Anti-Kickback

Pager employees must comply with the federal Anti-Kickback Statute and similar state and local laws. Accordingly, Pager and its employees may not directly or indirectly, offer, give, solicit, or receive anything of value that is intended or may be perceived as an inducement to another to refer, arrange for, furnish, or recommend a service for which payment may be made by any plan or program providing health care benefits that is funded in whole or part by the federal government (such as Medicare, Medicaid, and TRICARE) or any state government (such as Medicaid, the Maternal and Child Health Services Block Grant Program or the Social Services Block Grant Program). Prohibited kickbacks may include, but are not limited to,

  • Cash payments

  • Gifts, including gift cards

  • Free goods or services

  • Bribes

  • The forgiveness of debt, or

  • The sale or purchase of products or services at a price that is inconsistent with fair market value

These activities may violate anti-kickback laws even if the payment or gift was for another permissible purpose. All business arrangements in which Pager is giving or receiving payments or other items of value to or from any individual or entity in a position to make, receive, or influence referrals must be described in a written contract that is reviewed and approved by the Legal team

State Anti-Kickback Laws

State anti-kickback laws may vary from federal anti-kickback laws. While the prohibited conduct is typically the same, the scope of some state anti-kickback laws is broader than that of the federal Anti-Kickback Statute. Specifically, many state anti-kickback laws prohibit kickbacks that are intended or may be perceived as an inducement to another to refer, arrange for, furnish, or recommend any health care service, regardless of who paid for such services. In other words, it is not limited to inducements involving health care services that are paid for by the federal government or a state government.

Regardless, Pager's policy for complying with state anti-kickback laws is the same as that for the federal Anti-Kickback Statute. Namely, all business arrangements in which Pager is giving or receiving payments or other items of value to or from any individual or entity in a position to make, receive, or influence referrals must be described in a written contract that is reviewed and approved by the Legal team.

2. False Claims Act

Federal and state law and regulations prohibit knowingly submitting claims for payment to the government or its agents that are false, fraudulent, or based on material misrepresentations. Failure to comply with these prohibitions could result in civil and criminal sanctions imposed by government entities on Pager and its employees, officers, and board members who are involved in the illegal activity. The following activities may be considered violations of the federal False Claims Act or similar state law:

  • Double billing– billing a payer multiple times for a single item or one-time service

  • Unbundling — submitting a bill that includes individual billing codes in order to increase remuneration, rather than billing one all-inclusive code

  • Falsely certifying that a contract meets established requirements or guidelines

  • Knowingly keeping and not reporting funds improperly paid under Medicaid, Medicare, TRICARE, state health care programs, or other government health programs — otherwise known as a reverse false claim

  • Knowingly submitting claims for services ordered or provided by an excluded provider

  • Submitting reports or claims to government agencies that are known to be false, erroneous, or that are submitted with reckless disregard for the accuracy of the information

  • Submitting false or forged enrollment applications for a government-funded program; or

  • Submitting claims for services that were actually rendered but which were not medically necessary

Employees must immediately report to the Legal team any suspected false claims submitted to government agencies or any managed care organization or other entity that acts as a federal government subcontractor for administering health care benefits.

3. Anti-Corruption

Pager conducts its business in accordance with the highest ethical standards. Offers and acceptances of bribes in any manner or form is strictly prohibited. Bribery can occur in commercial and political contexts through activities that involve business partners and public officials.

Accordingly, employees must not, either directly or indirectly through a third party, give, offer, promise, or authorize others to give anything of value to any person for the purpose of influencing any act or decision or to secure an improper advantage. Employees must abide by the requirements and limitations of applicable law governing the provision of anything of value to third parties. Similarly, employees also must not accept or solicit anything of value from any person for the purpose of inducing you to take or refrain from taking any action or decision or to provide an improper advantage to a third party.

Anti-corruption and other laws also require that Pager’s books and records fairly, accurately, and completely reflect our transactions and activities, including the nature and purpose of the transaction or activity. Accordingly, employees may not make any false, inaccurate, or incomplete entry in our books or records for any reason, and must provide true, accurate, and complete information in accordance with Pager accounting policies when submitting expenses for payment or reimbursement by Pager.

Pager and individual employees may be liable under anti-corruption laws for the actions of Pager’s business partners. A business partner may not engage in activities that Pager or its employees may not engage in directly. Before engaging a business partner who will act on behalf of or in the interest of Pager, employees must (1) determine that there is a legitimate business-related reason for engaging the business partner’s services; and (2) conduct appropriate due diligence to ensure that the business partner is reputable and reasonably qualified to provide the desired services and that the terms of the engagement are based on prevailing industry standards and are commensurate with the business partner’s experience and the services to be rendered. After engaging a business partner, employees must appropriately monitor the business partner’s actions and activities on behalf of Pager. Please direct any questions to the Legal team

4. Economic Sanctions

The United States, the countries of the European Union, and other members of the United Nations have imposed economic sanctions that prohibit transactions with specific countries, entities, and individuals. These laws may apply in varying degrees to Pager and its affiliates located in the United States and outside of the United States, and to individual employees and agents, whether or not those employees and agents reside in the United States.

Without prior review and approval from the Legal team, employees may not directly or indirectly

  • Engage in any activities with, or provide goods, insurance, or services to entities located in, or involving citizens or residents of a Sanctioned Country; or

  • Engage in any activities with, or provide goods, insurance, or services to persons or entities designated as Restricted Parties, regardless of where they are located

These prohibitions apply to all transactions, businesses, products, and services provided by Pager. Pager employees may not take any actions intended to evade those laws, or to accomplish indirectly what is prohibited directly.

Any doubts or concerns about a party with whom Pager intends to conduct business must be directed to the Legal team immediately. The Legal team can also provide you with lists of Sanctioned Countries and the U.S. Office of Foreign Assets Control’s and the European Union’s Restricted Persons

5. Insider Trading

Federal securities laws prohibit individuals from trading in a company’s securities while in possession of Material Nonpublic Information relating to such company, and from disclosing such Material Nonpublic Information to others who might trade in the company’s securities.

Material Information includes any information that a reasonable investor would consider important in determining whether to purchase or sell any securities. Nonpublic information is any information that has not been disclosed to the general public by means of a widely distributed press release, a Securities and Exchange Commission filing, or other media for broad public access.

Employees who are aware of Material Nonpublic Information relating to the company or Material Nonpublic Information relating to another company (which you obtained as a result of your association with Pager), must not, directly or indirectly through family members or other persons or entities (such as trusts, limited partnerships and corporations over which you have or share voting or investment control):

  • Engage in any action to take personal advantage of the Material Nonpublic Information, including electing to participate in a dividend reinvestment or trading plan; or

  • Disclose the Material Nonpublic Information, or pass on rumors, tips, or recommendations, to others inside Pager whose jobs do not require them to have such information or to others outside of Pager, including family and friends, business associates, and expert consulting firms

  • If applicable, purchase, sell, pledge (including use in a margin account), gift, or contribute (charitable or otherwise) the other company’s securities

This policy applies to employees of Pager, its subsidiaries and affiliates, and their directors, contractors, and their employees, and those individuals who live in the same household with such persons or whose trading transactions are directed or influenced by such persons.

A violation of this policy may result in disciplinary action, and a violation of insider trading laws can result in significant penalties. Employees should consult with the Legal team if they have any questions about compliance with these laws, and must immediately notify the Legal team if they believe they or someone else may have violated this policy.

6. Conflicts of Interest

Employees have a duty of loyalty to act in the best interests of Pager and its affiliates, and to avoid situations and activities where personal interests conflict, or appear to conflict, with the enterprise’s interests. Conflicts of interest may arise from outside employment, service on outside advisory boards, service on outside boards of directors, investments in competitors and business partners, and some activities of an employee’s immediate family members.

At the time of hire, employees must disclose any outside activities that may create real or potential conflicts of interest. If, during the course of employment, a potential conflict-of-interest situation arises, employees must disclose this situation to their HR, and the Legal team.

A list of activities that may create a conflict of interest is provided below. This list does not cover every possible situation, and the appearance of an activity on the list does not mean that it will always create a conflict of interest. To ensure compliance, these situations must be disclosed to and reviewed by your HR and the Legal team, who may consult with your manager and others as needed.

  • Outside Directorships: Service on the board of directors or trustees of an outside entity may raise concerns, including antitrust and conflict-of-interest issues.

  • Working for Competitors and Business Partners: Do not work for any of Pager’s competitors or business partners without the prior written approval of the Legal team.

  • Ownership Interests in Competitors: Avoid significant investments in Pager’s competitors. This applies to you and your immediate family members. If you or an immediate family member own a significant ownership percentage of a competitor that is a private company, you should alert your HR and the Legal team. You must also disclose if an immediate family member’s investment portfolio includes a significant ownership percentage of a competitor’s publicly-traded stock. Depending on the type and size of the investment and your circumstances, you may be asked to dispose of the investment.

  • Ownership Interests in Business Partners: If you are involved in any decisions about a Pager business partner, and you or an immediate family member have any type of ownership interest or relationship with the business partner, you must inform your HR and the Legal team. In addition, you must also notify your HR and the Legal team if:

    • You or an immediate family member own a significant ownership percentage of a Pager business partner, even if you have no interaction with the business partner in your Pager role, or

    • Significant ownership percentage of your or an immediate family member’s investment portfolio includes a business partner’s stock, even if you have no interaction with the business partner in your Pager role

  • Seeking or Holding Public Office: Seeking or holding public office at the federal, state, or local level (whether elected or nominated) may create conflicts of interest with Pager. Accordingly, you must obtain written approval from the Legal team prior to seeking or holding any public office. If you are approved to seek or hold public office, you must comply with all Pager policies relating to confidential information, the Employee Handbook and these conflict-of-interest restrictions, and any other applicable policies.

If your outside activity creates a conflict of interest that cannot be avoided, you must eliminate the conflict or resign your position with Pager. Failure to comply with these requirements may result in disciplinary actions up to and including termination of employment

7. Antitrust

Federal and state antitrust laws prohibit two kinds of conduct: joint conduct between competitors that unreasonably restrains competition and single-firm conduct by a dominant firm in a market that unreasonably restrains competition. Pager is committed to competing fairly and in full compliance with the law

Joint Conduct Between Competitors

Employees must not discuss or exchange information with a competitor with respect to the following topics, unless the discussion or exchange has been approved in advance by the Legal team

  • Rates

  • Pricing

  • Customers

  • Refusals to deal (decisions on whether to contract with a vendor or group of vendors or with a customer or group of customers); or

  • Competitively sensitive information

Employees must not participate in or facilitate communications that may reduce or eliminate competition. Employees may only discuss the topics listed above with suppliers and customers who are competitors of Pager or its affiliate when there is a legitimate business reason to do so.

Legitimate business reasons may include:

  • Routine customer communications, such as responding to customer service issues, providing product updates, or selling products or services, when the entity is a Pager customer;

  • Regular course of business customer pricing or supplier pricing, as well as other transactional terms, even if that customer or supplier or potential customer or supplier is a competitor of Pager and its affiliates. Employees may not, however, discuss another Pager or Pager affiliate’s pricing or other competitively sensitive information; or

  • Interactions with competitors at industry association meetings, educational industry seminars, or conferences that cover general issues related to the whole industry

Consult in advance with the Legal team if you have a question about whether there are legitimate business reasons for a particular exchange.

Employees must consult with the Legal team prior to entering agreements with competitors or agreements that limit Pager’s or another company’s decision-making concerning customers, markets and pricing. Note that such agreements do not need to be formal or written. Even casual conversations (such as comments at social gatherings) followed by actions that are consistent with those conversations may be considered evidence of an illegal agreement. Employees must notify the Legal team whenever communications with a competitor or a third party could suggest that such an understanding is in place or might arise between Pager and a competitor

Unilateral Conduct

Employees must consult with the Legal team anytime there is concern that Pager’s leading position in a market may include monopolization (actions that block or eliminate competitors from participating in a market), exclusive dealing, or refusal to deal with a customer or supplier that also deals with a competitor.

8. Gifts, Meals, & Entertainment

Giving or receiving gifts, meals, entertainment, or making other payments may improperly influence, or appear to improperly influence, business interactions with customers, potential customers, partners, regulators, and vendors. Accordingly, employees must use sound, objective business judgment and take care to avoid even the appearance of favorable treatment resulting from the offer or acceptance of gifts, meals or entertainment

Employees must comply not only with all applicable laws and regulations, but also with the highest standards of ethical conduct, particularly when interacting with public officials as business partners, customers, or regulators. Additionally, many companies and government entities have policies concerning the receipt of gifts, meals, and entertainment; employees must be sure that any gift, meal, or entertainment provided to employees of those organizations/government entities does not violate their policies.

Employees may not accept gifts, meals, entertainment, or other things of value unless their value is nominal and they will not influence or appear to influence business judgment. Likewise, employees may not offer or give gifts, meals, or entertainment unless their value is nominal, and they will not influence or appear to influence the recipient’s business judgment.

Public Officials

Employees may not provide or offer to provide public officials with gifts, meals, entertainment, or other expenditures for their benefit, such as conference fees or travel and lodging, without prior written approval from the Legal team. Any such expenditures must be reported to the Finance Department and recorded in Pager’s books and records.

  • Rates

  • Pricing

  • Customers

  • Refusals to deal (decisions on whether to contract with a vendor or group of vendors or with a customer or group of customers); or

  • Competitively sensitive information

Employees must not participate in or facilitate communications that may reduce or eliminate competition. Employees may only discuss the topics listed above with suppliers and customers who are competitors of Pager or its affiliate when there is a legitimate business reason to do so.

Legitimate business reasons may include:

  • Routine customer communications, such as responding to customer service issues, providing product updates, or selling products or services, when the entity is a Pager customer;

  • Regular course of business customer pricing or supplier pricing, as well as other transactional terms, even if that customer or supplier or potential customer or supplier is a competitor of Pager and its affiliates. Employees may not, however, discuss another Pager or Pager affiliate’s pricing or other competitively sensitive information; or

  • Interactions with competitors at industry association meetings, educational industry seminars, or conferences that cover general issues related to the whole industry

Consult in advance with the Legal team if you have a question about whether there are legitimate business reasons for a particular exchange.

Employees must consult with the Legal team prior to entering agreements with competitors or agreements that limit Pager’s or another company’s decision-making concerning customers, markets and pricing. Note that such agreements do not need to be formal or written. Even casual conversations (such as comments at social gatherings) followed by actions that are consistent with those conversations may be considered evidence of an illegal agreement. Employees must notify the Legal team whenever communications with a competitor or a third party could suggest that such an understanding is in place or might arise between Pager and a competitor

Unilateral Conduct

Employees must consult with the Legal team anytime there is concern that Pager’s leading position in a market may include monopolization (actions that block or eliminate competitors from participating in a market), exclusive dealing, or refusal to deal with a customer or supplier that also deals with a competitor.

Speak Up Culture

We encourage a Speak Up Culture at Pager — one where employees promptly raise good faith questions and concerns about conduct that may violate our policies.

Choosing to speak up about workplace concerns helps build a healthy, ethical, and compliant company, and is part of our culture. We welcome your good faith questions and concerns about any conduct you believe may violate our policies, especially conduct that may be illegal, fraudulent, unethical, or retaliatory. It benefits all of us if we raise our concerns so that Pager may consider them carefully and address them properly

We promote an environment that fosters honest, good faith communications about matters of conduct related to our business activities, whether that conduct occurs within Pager, involves one of Pager’s contractors, suppliers, consultants, or clients, or involves any other party with a business relationship with Pager.

A. How to Report Complaints, Concerns or Questions

Employees can report any complaints or raise good faith questions or concerns about conduct they believe may violate our Handbook, Code of Conduct, policies, or the laws and regulations under which we do business by contacting:

* Pager does not collect your name, email or any other identifiable information when filing an anonymous complaint

When an employee raises a concern, Pager will maintain confidentiality to the fullest extent possible, consistent with applicable legal requirements and the need to conduct an adequate investigation or review

Pending review and investigation of the complaint, Pager may report violations to relevant authorities, third parties and clients, pursuant to its contractual obligations and as required by law and applicable notification rules.

When raising concerns, we ask that employees provide as much detailed information as possible, including the background and history of the concern, any known names, dates and places, and the reasons why the situation is cause for concern. This is especially important for concerns raised anonymously, so that we may conduct an appropriate review and if necessary, begin an investigation.

Please note that nothing in Pager’s policies prohibits anyone from electing to report concerns to, file a charge or complaint with, make lawful disclosures to, provide documents or other information to or participate in an investigation or hearing conducted by the Equal Employment Opportunity Commission (“EEOC”), National Labor Relations Board (“NLRB”), Securities and Exchange Commission (“SEC”), or any other federal, state, or local agency charged with the endorsement of any laws.

Other parts of Pager policies address the confidentiality of Pager’s trade secrets and other proprietary information. You should note that in raising any questions or concerns you may have about potentially illegal conduct, pursuant to the 2016 Defend Trade Secrets Act (“DTSA”), no individual will be held criminally or civilly liable under federal or state trade secret law for disclosure of a trade secret (as defined in the Economic Espionage Act) that is: (A) made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and made solely for the purpose of reporting or investigating a suspected violation of law; or (B) made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal so that it is not made public. An individual who pursues a lawsuit for retaliation by an employer for reporting a suspected violation of the law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court or arbitration proceeding, if the individual files any document containing the trade secret under seal, and does not disclose the trade secret, except as permitted by court order or arbitration award.

The federal Equal Employment Opportunity Commission (“EEOC”) and the California Department of Fair Employment and Housing (“DFEH”) will accept and investigate charges of unlawful discrimination or harassment at no charge to the complaining party. Information may be located by visiting the agency website at www.eeoc.gov or www.dfeh.ca.gov

B. Pager Does Not Tolerate Retaliation

Reporting complaints or coming forward with questions or concerns may sometimes feel like a difficult decision, but we are committed to fostering an environment that does not deter individuals from speaking up when they observe conduct that may violate our policies. For that reason, Pager will not tolerate retaliation of any kind because an employee in good faith raises a question or concern about a violation or suspected violation of our Employee Handbook, Code of Conduct, policies, or the laws and regulations under which we do business, or because the employee participates in or cooperates with an investigation of such concerns.

Retaliation is any conduct that would reasonably dissuade an employee from raising, reporting, or communicating about good faith concerns through our internal reporting channels or with any governmental authority, for example, the EEOC, Department of Labor, or Securities and Exchange Commission, or from participating in or cooperating with an investigation or legal proceeding raising such concerns.

Retaliation may occur through verbal or nonverbal conduct or written communication and may take many forms, including actual or implied threats, changes to the terms or conditions of employment, coercion, bullying, intimidation, or deliberate exclusionary behaviors.

It is Pager’s policy to adhere to all applicable laws protecting our employees against unlawful retaliation or discrimination as a result of their raising good faith questions or concerns. If you are ever aware of an instance or threat of retaliation, please report it immediately.

C. What Happens After a Complaint or Concern is Filed

Pager is committed to reviewing all reported concerns, conducting proper, fair and thorough investigations tailored to the circumstances, and taking appropriate remedial and concluding steps as warranted. All action taken by Pager in response to a concern will necessarily depend on the nature of the concern. This may include initial inquiries and fact-gathering to decide whether a broader investigation is appropriate and, if so, the form and scope of the investigation. Note that an investigation into concerns raised is not an indication that they have either been confirmed or rejected

Pager complies with the law in conducting investigations and expects all employees to fully cooperate with any investigation conducted by Pager. It also expects employees to be forthcoming and to provide truthful information when participating in an investigation. All efforts will be made to ensure the confidentiality of the investigation process to the extent possible; however, information, including the identity of the individual lodging the complaint, may be divulged where necessary to fully investigate the matter or comply with applicable law. All employees involved in any investigation are to keep matters related to the investigation confidential during and after the investigation.

Remember, all good faith concerns and reports raised under this policy will be taken seriously.

Employees who believe that they have been subjected to any conduct that violates this policy may register a complaint using the procedures outlined above. Any employee who unlawfully discriminates or retaliates against another employee as a result of their protected actions as described in this policy may be subject to disciplinary action, up to and including termination.

Prohibited Conduct

The conduct prohibited by this policy also includes unwelcome conduct, whether verbal, physical or visual, that is based upon the individual’s protected status, such as sex, color, race, ancestry, religion, national origin, age, disability, marital status, familial status, sexual orientation, gender identity genetic information or other protected group status as defined by law. Pager will not tolerate inappropriate conduct that affects tangible job benefits, that interferes unreasonably with an individual’s work performance, or that creates an intimidating, hostile or offensive working environment. Such inappropriate conduct may include, for example, jokes or epithets about another person’s protected status, or teasing or practical jokes directed at a person based on his or her protected status.

Changes to this Code of Conduct

From time to time, we may make changes to this Code. For example, a change may be needed in light of a new or modified law or regulation. Changes may be made without advance notice, but we will let you know when significant changes are made, and you should follow the Code, as modified but we will let you know when significant changes are made, and when to begin following the newly modified Code.