CVS Health Code of Conduct
CVS Health• Code of ConductWho We AreOur StoryStaying healthy isn’t easy these days. Health care costs keep rising. People are overwhelmed and confusedby all the changes. They’re looking for help. They’re looking for solutions that make a difference.At CVS Health, we know that to make a difference, you have to do things differently. So we’re reinventingpharmacy to provide caring expert guidance, new cost-effective solutions, and even more convenient access tocare.You might not expect this from a pharmacy or a PBM, but you can expect it from a pharmacy innovationcompany. That’s CVS Health. We are helping people on their path to better health. It’s our purpose, ourpromise, our passion … every day.Our PurposeWith the understanding of what people need and want, along with our commitment to improving the quality ofhuman life, and our focus as a pharmacy innovation company, we’ve defined our purpose as: Helping peopleon their path to better health.Our ValuesInnovationDemonstrating openness, curiosity andcreativity in the relentless pursuit ofdelivering excellenceCollaborationSharing and partnering with people toexplore and create things that we could notdo on our ownCaringTreating people with respect andcompassion so they feel valued andappreciatedIntegrityDelivering on our promises; doing what wesay and what is rightAccountabilityTaking personal ownership for our actionsand their results Ethics Line 1-877-CVS-2040 • Ethics.BusinessConduct@cvs.com
CVS Health• Code of ConductTO: All CVS Health ColleaguesFROM: Larry Merlo, President and CEORE: CVS Health Code of Conduct________________________________________________________________________________________Over the years CVS Health has built an outstanding reputation with our customers, colleagues and keystakeholders. Our reputation for superior customer service and excellence in execution, coupled with our highlevel of integrity and sound business practices have helped us build a solid foundation of trust. This foundationis a valuable asset that has taken years to build, and is vital to our long-term success. As we look toward thefuture, we remain steadfast in our commitment to doing the right things in the right way, complying with lawsand regulations and never compromising our standards.As you go about your day-to-day work and deal with challenging issues, I encourage you to refer to our Codeof Conduct. The Code of Conduct was designed to help establish appropriate “rules of the road” for colleagueslooking for the right solutions to ethical questions or issues and in obtaining additional guidance when thecorrect path is not clear.Each of your decisions and actions shape our reputation at CVS Health. That is why we must all commit to actwith integrity while meeting our responsibilities. The Code is an excellent guide to doing the right thing, but it isnot a substitute for good judgment, nor can it address every issue. So where there is no written rule orprecedent, decisions need to be consistent with our company’s Purpose, Strategy and Values which representour guiding principles as an organization. In doing so we will continue to earn the trust that our stakeholdershave placed in us.Thank you for all your hard work and continued dedication to our company and its long-term success.Sincerely,Larry Merlo Ethics Line 1-877-CVS-2040 • Ethics.BusinessConduct@cvs.com
CVS Health• Code of ConductTable of ContentsWho We Are 2 Our Story 2 Our Purpose 2 Our Values 2Understanding Our Code of Conduct 7 Introduction 7 Scope 7 Compliance with the Law and the Highest Ethical Standards 7 Getting More Information 7 Seeking Guidance and Reporting Issues 8 Waivers 8Our Relationships with Those We Serve 9 Professional Practices 9 Privacy and Security of Personal Information 9Our Relationship with Shareholders & the Company 11 Financial Integrity 11 Confidential and Proprietary Information 11 Conflicts of Interest 12 Asset Protection 13 Insider Trading Laws 14 Disclosure of Non-Public Material Information 14 Requests for Information from the Investment Community 15 Records Retention and Management 15Our Relationship with Each Other 16 Respecting One Another 16 Non-Discrimination 16 Health and Safety 17 Drugs and Alcohol 17 Gambling 17 Colleague Privacy 17 Labor Practices 17Our Relationships with Suppliers, Clients, Public Officials, Healthcare Professionals,Patients & Customers 18 4 Ethics Line 1-877-CVS-2040 • Ethics.BusinessConduct@cvs.com
CVS Health• Code of Conduct Interactions with Suppliers 18 Interactions with PBM Clients and Payors (not including Public Officials) 20 Interactions with Public Officials or Government Employees or Agents 21 Interactions with Healthcare Professionals 22 Interactions with Patients and Customers 23 Open House Events 24 Gifts and Entertainment Policy Questions and Answers 25 Antitrust Laws 26 News Media 26 Social Media 26 Business Firewalls 27 Environmental Protection 27Our Relationship with U.S. and non-U.S. Governments 28 Conduct with Public Officials 28 Corporate Political Contributions 28 Individual Political Activities 28 Anti-Kickback Laws 29 Fraud, Waste and Abuse 29 Bribery and Foreign Business Dealings 30 Medicare Part D Participation 31 Government Reimbursem*nt and the False Claims Act 31 Ineligible Health Care Providers 32 Anti-Money Laundering 32 Government Requests and Subpoenas 32CVS Health’s Corporate Integrity Agreement (CIA) 33Compliance and Integrity Program 35 Chief Compliance Officer 35 Colleague Responsibilities 35 Leadership Responsibilities 36 Financial Leaders 36 Resources 37 Investigations 39 5 Ethics Line 1-877-CVS-2040 • Ethics.BusinessConduct@cvs.com
CVS Health• Code of Conduct Non-Retaliation 39 Consequences of Wrongdoing 40Index 41 6 Ethics Line 1-877-CVS-2040 • Ethics.BusinessConduct@cvs.com
CVS Health• Code of ConductUnderstanding Our Code of ConductIntroductionWe at CVS Health (“the Company”) are in the business of helping to improve people’s lives. It sounds simple,but sometimes it isn’t. Tough issues can get in our way. This Code is intended to help resolve ethics andcompliance issues by providing the information, tools and resources necessary to make good decisions.However, no code can give answers for every situation that may arise. In the end, CVS Health relies on eachcolleague to use sound judgment to make the right decision and when necessary, the tough choice. It isimportant to read this Code and understand the roles and responsibilities of a CVS Health colleague.ScopeThis Code applies to everyone in the Company including the Board of Directors and all colleagues when doingwork for CVS Health. The same high ethical standards apply to all, regardless of job or level in theorganization. In certain circ*mstances, this Code also applies to contractors and temporary colleagues.Compliance with the Law and the Highest Ethical StandardsCVS Health is committed to upholding the highest ethical standards and complying with applicable laws andregulations, this Code of Conduct and any other Company policies or requirements.Getting More InformationPolicies and procedures provide more information about many of the topics in this Code. Guidance can befound on the CVS Health intranet site. 7 Ethics Line 1-877-CVS-2040 • Ethics.BusinessConduct@cvs.com
CVS Health• Code of ConductUnderstanding Our Code of Conduct, continuedSeeking Guidance and Reporting IssuesWhen you have an issue, the first step is to consult your supervisor. When consulting with your supervisordoes not seem reasonable, consider approaching another manager, your department head or anyone else inyour management chain. You may also take your issue directly to Human Resources or another resource, asdescribed at the end of this Code, if that seems more appropriate to the situation. As noted below, you canalways call the Ethics Line. It also may be helpful to consult applicable policies, procedures and the Code ofConduct.“This Code is intended to help resolve ethics and compliance issues byproviding the information, tools and resources necessary to make gooddecisions.”You may use the CVS Health Ethics Line to report problems or issues or ask questions. You may call theCVS Health Ethics Line anonymously and toll-free at 1-877-CVS-2040. Please note: You have an affirmative obligation to call the Compliance Exception Line at (847) 559- 3099 to report if you have been placed on any state or federal exclusion lists, including the U.S. Department of Health and Human Services Office of Inspector General (OIG) and/or General Services Administration (GSA); if any of your employment-related professional licenses have expired, or been revoked and/or sanctioned; or if you have been convicted or pled guilty, no contest (nolo contendere), or entered into a pre-trial agreement, deferred adjudication or similar pardon program for a crime other than a minor traffic violation. Please note, the term “conviction” does not include: (1) arrests or charges that did not result in conviction, (2) convictions that have been judicially dismissed, expunged, erased or sealed; or (3) convictions that state law does not permit an employer to consider, except felony convictions involving controlled substances and convictions involving Medicare, Medicaid or any state or federally funded program, which must always be reported. Please see the “Colleague Responsibilities” Section at the conclusion of the Code of Conduct for additional information regarding these types of reporting obligations.WaiversIn the unlikely event a waiver of, or amendment to, the Code seems to be necessary, contact the ChiefCompliance Officer, David Falkowski via email (David.Falkowski@CVSHealth.com) or phone (401) 770-7486. 8 Ethics Line 1-877-CVS-2040 • Ethics.BusinessConduct@cvs.com
CVS Health• Code of ConductOur Relationships with Those We ServeProfessional PracticesMany CVS Health colleagues, including pharmacists,pharmacy technicians, nurses, nurse practitioners,physician assistants and physicians, are required tomaintain current professional licensure, certification orregistration and follow the code of ethics of theirprofessional organizations. Additionally, the Companyalways maintains federal and state licenses as requiredby its business activities.You must: Provide professional services only if you have the required license, certification or registration. Keep required, professional credentials up-to-date if you perform duties that require credentialing. Notify your supervisor immediately if your license is revoked or suspended or a state or federal regulatory agency has taken any action that will negatively impact your license or ability to practice. Notify the Ethics Line immediately if you have been convicted of a crime, with the exceptions as noted above.Privacy and Security of Personal InformationOur role in the healthcare industry requires us to collect and maintain the personal health information of thosewe serve. This data, also called “Protected Health Information” or PHI, is protected under federal and stateprivacy and security laws. These laws require that PHI, such as names, addresses, dates of birth, phonenumbers and social security numbers that are combined with medical information such as medical diagnoses,prescription histories and physician notations, be handled in a confidential manner.“Personally Identifiable Information” (PII) must also be protected. PII is any piece of information which canpotentially be used to uniquely identify, contact, or locate a single person. It includes the demographicinformation associated with PHI, as well as other unique identifiers such as credit card data, email addresses,driver’s licenses, finger prints, online contact information, religious affiliations, financial information, certainphotographic images or handwriting.It is critical that those we serve - including colleagues who also may be utilizing our retail or pharmacy services- are able to count on us to protect their personal and health information. Remember, the people we servetrust CVS Health to use their PHI and PII only for purposes of providing our services to them. 9 Ethics Line 1-877-CVS-2040 • Ethics.BusinessConduct@cvs.com
CVS Health• Code of ConductOur Relationships with Those We Serve, continuedPrivacy and Security of Personal Information, continuedProtecting PHI, PII and the confidentiality of those we serve are conditions of employment with CVS Health.You should: In all cases, use and disclose the minimum necessary PHI or PII to perform the job. Disclose PHI or PII to any third party only with appropriate written authorization from the individual, unless the law authorizes or requires the disclosure. Use health information with all identifiers removed whenever possible. Dispose of unneeded copies of documents containing PHI or PII in the available shred bins and bags. In your work space, never leave PHI or PII lying on desks, active on computers, in fax machines or in any other generally accessible area. Take special care to secure PHI or PII when transmitting or transporting it outside CVS Health. Make sure to encrypt any PHI on portable devices (such as cartridges, USB devices, disks, laptops, mobile devices) or transmitted through the Internet. Compromised PHI or PII What should I do if I see an email string If you see any of the following, contact Information Governance & Privacy Operations (see Resources section) Q containing PHI going out to people who are unauthorized to receive it? immediately: PHI or PII openly discussed or left Remove the PHI and send the message back, unprotected. Requests for more information than what is minimally necessary to A telling the offending sender(s) about the error. Also, if PHI was inappropriately shared with an outside party, you should report it. perform a job. Unencrypted PHI transmitted electronically. 10 Ethics Line 1-877-CVS-2040 • Ethics.BusinessConduct@cvs.com
CVS Health• Code of ConductOur Relationship with Shareholders & the CompanyFinancial IntegrityThe federal Sarbanes-Oxley Act of 2002 (SOX)requires the Company’s senior managers to certify tothe truth and accuracy of Company financialstatements. SOX also mandates that we maintainappropriate financial controls, report fraud, and keepdetailed and accurate records of all of our businessoperations. We will maintain books, records, andaccounts that accurately reflect the businesstransactions and assets of CVS Health. If you have arole in public financial communications, make suredisclosures are full, fair, accurate, timely andunderstandable.Confidential and Proprietary InformationConfidential and proprietary information such as trade secrets (which may include certain Company policiesand/or procedures), technological advances, customer lists, knowledge of acquisitions or divestitures andfinancial data are some of the Company’s most valuable business assets. This includes information that mightbe of use to competitors or harmful to the Company or those we serve if disclosed to others. To determinewhether or not information is proprietary, consider whether information that is handled or shared in the jobmight give our competitors an advantage if disclosed to them.“Use proprietary information only for job-related purposes, never forpersonal gain or to the detriment of CVS Health.”You should: Use proprietary information only for job-related purposes, never for personal gain or to the detriment of CVS Health. Share proprietary information with co-workers only on a “need to know” basis, and not disclose it to persons outside the Company, including business associates or those we serve, except under the terms of a confidentiality agreement approved by the Legal Department. Return all proprietary information in your possession upon leaving CVS Health. If you worked for a competitor before joining CVS Health, do not share proprietary and confidential business information of the former employer. If you are asked to produce a CVS Health policy or procedure, ensure you are in compliance with our Distribution of CVS Health Policies and Procedures to PBM Clients and Other Third Parties Policy, available on the Policy and Procedure Portal. 11 Ethics Line 1-877-CVS-2040 • Ethics.BusinessConduct@cvs.com
CVS Health• Code of ConductOur Relationship with Shareholders & the Company, continuedConflicts of InterestA “conflict of interest” may arise when personal interests or activities appear to improperly influence our abilityto act in the best interests of the Company. Employees must make prompt and full disclosure of any situationthat may involve an actual or potential conflict of interest. Employees should contact the CVS Health Conflictof Interest Line at (847) 559-4100 to make such disclosures, or to report any questions, problems or issuesregarding conflicts of interest. Certain employees may also be required to sign an annual Conflicts of InterestCertification as outlined in the Company’s Conflicts of Interest Policy available on the Policy & ProcedurePortal. Situations involving a conflict of interest may not always be obvious or easy to resolve. Some circ*mstancesthat may present an actual or potential conflict of interest include, but are not limited to: • Outside employment; • Participation in outside organizations; • Having a financial interest in a CVS Health competitor, vendor or client; • Use of company assets for certain purposes; • Employment of Relatives; and • Intimate or Romantic Relationships.For further details as to what may qualify as a potential conflict of interest, please consult the Company’sConflict of Interest Policy. If any transaction or relationship could lead to a conflict of interest for a corporateofficer or a member of the Board of Directors, disclose it to the Chief Compliance Officer, who will notify theBoard of Directors. Conflicts of interests involving the Chief Compliance Officer also must be disclosed to theBoard of Directors.“All colleagues should avoid situations that present a potential or actualconflict between personal interest and the interest of CVS Health.” 12 Ethics Line 1-877-CVS-2040 • Ethics.BusinessConduct@cvs.com
CVS Health• Code of ConductOur Relationship with Shareholders & the Company, continuedAsset ProtectionThe Company’s physical assets include items such as inventory, office and store equipment, vehicles,supplies, reports and records, telephones, computers and any other tangible property that CVS Health owns,rents or leases. Assets may also be non-physical, for example, the Company name, logo, trade secrets,strategies and customer information. Protecting CVS Health assets against loss, theft or other misuse is theresponsibility of every colleague because it directly impacts our profitability and our reputation.“Assets may also be non-physical…the Company name, logo, trade secrets,strategies and customer information.”When circ*mstances warrant, CVS Health reserves the right to require any colleague, while on duty or on CVSHealth property, to submit to a non-invasive inspection of their person, vehicle, uniform, locker, package,handbag, briefcase or personal property. CVS Health also reserves the right to monitor communication tools,including the content and usage of e-mail and voice-mail and any such communications are the sole propertyof CVS Health.You should: Only use the CVS Health name for authorized Company business and never in connection with personal activities. Use computer information, including email, primarily for business purposes because it is the property of the Company and not of the colleague. Not share user access credentials (i.e., IDs and passwords) with anyone. 13 Ethics Line 1-877-CVS-2040 • Ethics.BusinessConduct@cvs.com
CVS Health• Code of ConductOur Relationship with Shareholders & the Company, continuedInsider Trading LawsIt is generally against federal law to trade stocks or other securities of a public company if we have material,non-public information about that company. Information is considered material if it would likely affect the stockprice or an investor’s decision to buy or sell the stock. Nor may we “tip”, or pass information on to others totrade, if the “tip” is based on information that is not available to the public. We will always review and abide bythe stock trading policy prior to making any trade of CVS Health stock, including stock option exercises andpurchases or sales of CVS Health stock.Information that may be regarded as material may include, but is not limited to: o Unannounced projections of future earnings or losses; o Significant pending or proposed mergers, acquisitions or financing transactions; o Major changes in senior management; or o Anticipated financial information that departs from what the market would expect.Please note that either positive or negative information may be material. If you have any concerns as towhether information you possess may be considered material non-public information, you should contact ourGeneral Counsel or Corporate Secretary.Although the CVS Health stock trading policy applies to all Directors, officers, and employees of CVS Healthand its subsidiaries and affiliates, additional restrictions regarding Company stock trading apply to: (1)members of the Board of Directors and executive officers of CVS Health, as well as designated officers andemployees of the Company or its principal operating subsidiaries who are regularly in possession of materialnon-public information; (2) designated officers and employees of the Company or its principal operatingsubsidiaries who may frequently possess material non-public information due to their knowledge of theCompany’s financial reporting process; and (3) other employees possessing material non-public informationthat are designated by the Company due to their role in projects that are material to the Company. Theseindividuals are considered Key Persons. Key Persons may only trade CVS Health stock during a permittedtrading window and must clear any trade with the Office of the Corporate Secretary before the transactionoccurs. These restrictions are explained in the Company’s Statement of Company Policy on Securities Tradesby Company Personnel.Disclosure of Non-Public Material InformationColleagues and Directors are not permitted to make any disclosure of material, non-public information aboutthe Company to any person or entity outside the Company unless the disclosure complies with the Company’sRegulation FD Disclosure Policy, which is posted on the Company’s Policy and Procedure Portal. If acolleague or member of the Board of Directors of CVS Health believes that a disclosure of material non-publicinformation about the Company has occurred, he or she must immediately notify the General Counsel. 14 Ethics Line 1-877-CVS-2040 • Ethics.BusinessConduct@cvs.com
CVS Health• Code of ConductOur Relationship with Shareholders & the Company, continuedRequests for Information from the Investment CommunityColleagues and members of the Board of Directors are not permitted to speak with members of the investmentcommunity, including “brokers” or any persons attempting to arrange consultations, regarding any informationabout the Company unless it has been explicitly authorized in advance by our Investor Relations Department.This prohibition includes the sharing of information about any issues relating to our Company, including ourpolicies, operations, procedures, customer service or client service issues or positions/opinion on any issuesconcerning our business.Records Retention and ManagementCVS Health works to ensure that we handle and maintain all Company records in accordance with ourCorporate Records Management Program, where applicable, and provides colleagues, contingent workers andsuppliers with direction and support in properly managing our records throughout their life cycle. Records usedby professionals, such as pharmacists and nurses, must follow all regulatory and/or accreditation standardsand requirements. We never destroy records subject to audit, pending investigation or pending litigation untilthe audit, investigation or litigation is completed, even if they have reached the end of the required retentionperiod. We must always manage records according to our Corporate Records Management Program. 15 Ethics Line 1-877-CVS-2040 • Ethics.BusinessConduct@cvs.com
CVS Health• Code of ConductOur Relationship with Each OtherRespecting One AnotherOur workforce is our greatest strength. We come from Examples of Harassmentdifferent places and cultures, and have a variety ofexperiences, skills and talents. We embrace these Inappropriate physical contact.differences to work as a team treating each other with Unwelcome sexual advances, requests forintegrity and respect. A good show of respect is sexual favors, suggestive comments,treating others the way you would like to be treated. inappropriate physical contact and any other unwelcome verbal or physical conduct of a sexual nature.Non-Discrimination Displaying derogatory, vulgar, suggestive orCVS Health is committed to maintaining a workplace obscene pictures, cartoons, calendars, postersenvironment free from discrimination, harassment and or drawings.violence. Our continued success depends on the full Comments, jokes, insults, slurs, offensiveparticipation of all our colleagues — regardless of age, language and other unwelcome actions whichreligion, gender, gender identity or expression, race, are offensive or stereotypical based upon age,color, sexual orientation, national origin, disability, religion, gender, gender identity or expression,military or veteran status or any other characteristic race, color, sexual orientation, national origin,protected by applicable laws and regulations. We disability, veteran status and any otherrecruit, hire, train, develop and promote based solely protected category or personal characteristic.on job-related qualifications. Threats or acts of violence and intimidation. Threats, stalking, even suggestions of violenceYou should: in the workplace, are all considered violent. Never disrupt the work environment through behavior. behavior that is disrespectful, intimidating, Retaliation for reporting or threatening to report threatening or harassing. acts of misconduct. Call the local police if you become the target of an immediate threat of violence. 16 Ethics Line 1-877-CVS-2040 • Ethics.BusinessConduct@cvs.com
CVS Health• Code of ConductOur Relationship with Each Other, continuedHealth and SafetyWe all have a right to work in a safe and healthy environment. Unsafe practices can lead to seriousconsequences, such as personal injury, injury to colleagues and the Company or other serious outcomes. Weare committed to the well-being and safety of ourselves, our colleagues and anyone doing business with us.You should: Always follow facility safety rules, regulations, procedures and warnings, particularly those that cover dangerous equipment and materials. When work activities involve medications or other substances that may be toxic if not handled properly, work with and dispose of them safely. If you ever witness or suffer an accident, or see unsafe conditions, report the situation immediately.Drugs and AlcoholWe are committed to providing an alcohol-free and drug-free work environment. The unauthorized use,possession, sale, exchange or purchase of drugs or illegal substances on Company premises, or at any timewhen representing the company, is strictly prohibited. Likewise, use, possession, sale or exchange of alcoholon Company premises or at any time when representing the Company is strictly prohibited, except whenassociated with an approved business meal or legitimate business event. Prescription drugs ordered by aphysician, which do not interfere with job performance, are permitted. We should never come to work underthe influence of alcohol, drugs or any other substance that could impair our ability to perform our job orjeopardize the safety of others.GamblingConsistent with our commitment to complying with all federal and state laws, CVS Health strictly prohibitsillegal gambling, raffles or other games of chance using Company resources or in Company facilities. Thisincludes sports betting pools and all other forms of gambling.Colleague PrivacyAt CVS Health, our work sometimes requires access to colleague health care and/or other sensitive information.We must protect the confidentiality of this information and hold it to the same level of protection we provide forsimilar information of the people we serve.Labor PracticesCVS Health is committed to be in compliance with all applicable laws and regulations, including thoseconcerning hours, compensation, human rights and working conditions. CVS Health will comply with all suchfederal, state and local laws and regulations, including not knowingly doing business with a vendor or businesspartner that illegally or improperly employs under age workers. The Company also prohibits the use of anyforced or compulsory labor. 17 Ethics Line 1-877-CVS-2040 • Ethics.BusinessConduct@cvs.com
CVS Health• Code of ConductOur Relationships with Suppliers, Clients, Public Officials,Healthcare Professionals, Patients & CustomersInteractions with Suppliers ”Always exercise goodGiving and receiving reasonable gifts and entertainment is a judgment when engaging incustomary way to strengthen business relationships. This is entertainment that is part ofgenerally an acceptable practice at CVS Health under certainconditions as set forth below. The full Gifts and Entertainment your work responsibilities.”Policy is available on CVS Health’s Policy and Procedure Portal. Standard of Ethics. In interacting with suppliers and potential suppliers, CVS Health is committed to following the highest ethical standards and complying with all applicable laws. Such interactions should be professional exchanges intended to communicate the business needs of CVS Health and the corresponding products and service offerings of the supplier or prospective supplier. Policy. CVS Health policy prohibits the solicitation or acceptance by CVS Health colleagues of gifts, meals, entertainment (such as tickets to sporting events), travel or lodging from CVS Health’s suppliers or prospective suppliers, except as otherwise provided below. Permitted Business Meals and Entertainment. CVS Health colleagues may accept occasional, unsolicited, and reasonable business meals or entertainment (such as tickets to sporting events or golf outings) from suppliers or prospective suppliers provided the following requirements are met: ▫ the supplier or prospective supplier providing the meal or entertainment must attend the event with the colleague; ▫ the value of the meal or entertainment is modest as judged by local standards; and ▫ the venue is conducive to informational communication and includes or is contiguous to legitimate business discussions. Not Permitted. CVS Health colleagues may not accept the following from a supplier or prospective supplier: ▫ travel or lodging in connection with a meal or entertainment event sponsored by a supplier or prospective supplier; ▫ meals, lodging, tickets or travel for the colleague’s spouse, partner or significant other or any other guest of the colleague; or ▫ large scale supplier-provided meals or entertainment events in which a disproportionately large number of CVS Health colleagues are in attendance compared to the number of suppliers or prospective suppliers (such as departmental dinners or similar outings or events) paid for by a supplier or prospective supplier. Payment for Services. CVS Health colleagues may not accept any form of compensation from a third party for services the colleague normally would provide in the ordinary course of his or her employment at CVS Health. For example, a colleague may not receive an honorarium for speaking at an event sponsored by a supplier or prospective supplier that is related in any way to the colleague’s scope of employment. 18 Ethics Line 1-877-CVS-2040 • Ethics.BusinessConduct@cvs.com
CVS Health• Code of ConductOur Relationships with Suppliers, Clients, Public Officials,Healthcare Professionals, Patients & Customers, continuedInteractions with Suppliers, continued Approval Process for Permitted Business Meals or Entertainment. Any meal or entertainment that is likely to exceed $50 must be approved in writing by the colleague’s manager and recorded in the Vendor Entertainment Form in Ariba within three (3) business days after the event. A colleague’s request for managerial approval must indicate the type of entertainment/meal that the supplier has offered and include all other non-supplier invitees. If the proposed dining venue or entertainment option being offered is solicited, extravagant or lavish, or otherwise inconsistent with the requirements listed above, then the colleague’s supervisor should not approve the colleague’s request to attend the event. If the manager has questions regarding whether a particular event is appropriate under this policy, the event in question should be referred to the Chief Compliance Officer or his/her designee. Reimbursem*nt Requirement. In the rare instance when a CVS Health colleague is unable to refuse having a supplier or prospective supplier pick up a non-allowable expense as described above (i.e., a supplier pre-paid for a hotel room prior to the CVS Health colleague’s arrival) or in instances where it is not possible to refund the supplier or prospective supplier (i.e., meals or entertainment provided as part of a large group offering where it is not viable to reimburse the supplier or prospective supplier on an individual basis), then the colleague must reimburse CVS Health by making a payment to the CVS Health Employee Relief Fund based on a good faith estimate of the amount of the expense that was funded by the supplier or prospective supplier. In making such repayment, the CVS Health colleague must include a receipt or other reasonable documentation to explain the method for estimating the value of the amount being paid to the Employee Relief Fund. The Employee Relief Fund Contribution Form for such donations can be found on myLife at http://mylife/Department/Community%20Relations/Documents/ERF/ERF_ContributionForm_v2.doc. Permitted Gifts. CVS Health colleagues may accept from suppliers and prospective suppliers on an occasional basis unsolicited gifts of nominal value, such as mugs, hats or similar inexpensive items. A colleague must not accept any gift that is more than nominal in value, including tickets to an event that the supplier or prospective supplier does not plan to attend. Gifts that exceed this nominal value threshold must be returned to the giver. Under no circ*mstances may CVS Health colleagues accept any payment (whether in the form of cash or cash equivalents, such as gift cards) or discount from a supplier or prospective supplier to CVS Health. “A colleague must not accept any gift that is more than nominal in value, including tickets to an event that the supplier or prospective supplier does not intend to attend.” 19 Ethics Line 1-877-CVS-2040 • Ethics.BusinessConduct@cvs.com
CVS Health• Code of ConductOur Relationships with Suppliers, Clients, Public Officials,Healthcare Professionals, Patients & Customers, continuedInteractions with PBM Clients and Payors (not including Public Officials) Standard of Ethics. In interacting with PBM clients, payors and other customers, CVS Health is committed to following the highest ethical standards and complying with all applicable laws. Such interactions should be professional exchanges intended to communicate the needs of the customer and the corresponding CVS Health service offerings and capabilities. Policy. CVS Health policy prohibits the offer or provision of a meal, gift, entertainment (such as tickets to the theater or sporting events), travel or lodging to CVS Health customers or prospective customers except as otherwise provided below. Permitted Business Meals and Entertainment. CVS Health may provide occasional, reasonable business meals or entertainment (such as tickets to sporting events) to customers or prospective customers provided the following requirements are met: ▫ the CVS Health colleague attends the event with the customer or prospective customer; ▫ the value of the meal or entertainment is modest as judged by local standards; and ▫ the venue is conducive to informational communication and includes or is contiguous to legitimate business discussions. Managers are responsible for reviewing colleague expense reports and ensuring compliance with these requirements. If the manager has any questions about whether a particular event is appropriate under this policy, the question should be referred to the Chief Compliance Officer or his/her designee. • Prohibited Entertainment. Providing clients and payors with travel or lodging is prohibited, except as otherwise noted in the Client Forums section of the Gifts and Entertainment Policy. Permitted Gifts. CVS Health may provide to a customer or prospective customer on no more than an occasional basis unsolicited gifts of nominal value, such as pens, note pads, mugs and similar inexpensive promotional items with CVS Health labeling. Gifts that are in excess of nominal value must be approved in writing by the Chief Compliance Officer or his/her designee. Gifts of cash or cash equivalents, such as CVS gift cards, are not permitted.The CVS Health Gifts and Entertainment Policy has more information oninteractions with clients including restrictions related to client forums andthe sponsorship of client events. 20 Ethics Line 1-877-CVS-2040 • Ethics.BusinessConduct@cvs.com
CVS Health• Code of ConductOur Relationships with Suppliers, Clients, Public Officials,Healthcare Professionals, Patients & Customers, continuedInteractions with Public Officials or Government Employees or Agents Public Officials. The provision of meals, gifts or entertainment to any public official is highly regulated and often prohibited and can lead to civil and/or criminal liability if it is intended to obtain an improper advantage. A public official is any individual who is elected or appointed to serve on behalf of a federal, state or local governmental entity, or any foreign government. Our conduct with public officials, including any political contributions or business transactions, must comply with applicable laws and regulations and Company policies, including disclosure requirements. CVS Health policy prohibits giving or offering anything of value, directly or indirectly, to a public official in order to influence official action or obtain an improper advantage. “Anything of value” means not only cash, but also gifts, meals, entertainment, political contributions, offers of employment or other benefits. ”CVS Health policy prohibits giving or offering anything of value, directly or indirectly, to a public official in order to influence official action or obtain an improper advantage.” CVS Health’s policy related to conduct with public officials is contained in a separate policy titled the CVS Integrity Policy for Conduct with Public Officials found on CVS Health’s Policy and Procedure portal. This policy is not intended to prohibit contributions to public officials made by CVS Health’s Political Action Committee (PAC). Government Employees, Including Federal Employee Program (FEP) Employees and State Government Health Plan Employees. A government employee is any individual employed by a federal, state, local or foreign government, or any person or agent acting in an official capacity for or on behalf of such government, department, agency or government-owned business. For purposes of this Code of Conduct, an employee or agent of a government employee health benefit plan (such as, the Federal Employee Program or the California Public Employees' Retirement System or CalPERs) is considered a government employee. The provision of meals, gifts or entertainment to any government employee is highly regulated and, under certain circ*mstances, prohibited by law and can lead to civil and/or criminal liability if it is intended to obtain an improper advantage as defined in the CVS Integrity Policy for Conduct with Public Officials. CVS Health colleagues may offer a meal, gift or entertainment that is otherwise permissible under this Code of Conduct and applicable CVS Health policies to a government employee or agent provided that the CVS Health colleague receives confirmation from the government employee that receipt of the meal, gift or entertainment would be permitted under laws and rules (such as Codes of Conduct) applicable to the government employee. 21 Ethics Line 1-877-CVS-2040 • Ethics.BusinessConduct@cvs.com
CVS Health• Code of ConductOur Relationships with Suppliers, Clients, Public Officials,Healthcare Professionals, Patients & Customers, continuedInteractions with Healthcare Professionals Standard of Ethics. In interacting with the medical community, CVS Health is committed to following the highest ethical standards and complying with all applicable laws. All interactions with healthcare professionals should be professional exchanges intended to benefit patients and improve the quality of patient care. If the healthcare professional is an employee of any government, whether in the United States or in a foreign country, CVS Health colleagues must follow the CVS Integrity Policy for Conduct with Public Officials found on CVS Health’s Policy and Procedure portal. Policy. CVS Health policy prohibits the offer or provision of a meal, gift, entertainment (such as tickets to sporting events), travel or lodging to any healthcare professional who is not a salaried colleague of the Company, except as otherwise provided below. Gifts, meals and entertainment provided in exchange for referrals are strictly prohibited. Permitted Business Meals. CVS Health may provide occasional meals during an informational presentation as a business courtesy to healthcare professionals and members of their staff attending the presentation, provided the following requirements are met: ▫ the value of the meal is modest as judged by local standards; ▫ the presentation provides informational or educational value; ▫ the meal is not part of an entertainment or recreational event; ▫ the meal is limited to in-office or in-hospital settings unless it is impractical to do so; and ▫ the meal is approved in advance and in writing by the colleague’s manager. If the manager has questions regarding whether a particular event is appropriate, the question should be referred to the Chief Compliance Officer or his/her designee. Inclusion of a healthcare professional’s spouse or other guest in an otherwise permitted business meal event is not permitted unless the spouse or guest is a member of the office staff. Offering “take-out” meals or meals to be eaten without a CVS Health representative present (such as “dine & dash” programs) is not permitted. 22 Ethics Line 1-877-CVS-2040 • Ethics.BusinessConduct@cvs.com
CVS Health• Code of ConductOur Relationships with Suppliers, Clients, Public Officials,Healthcare Professionals, Patients & Customers, continuedInteractions with Healthcare Professionals, continued Permitted Gifts. CVS Health may provide to healthcare providers and their office staff on no more than an occasional basis unsolicited gifts of nominal value, such as pens, note pads, mugs and similar inexpensive promotional items with CVS Health labeling. Prohibited Gifts. Gifts of cash or cash equivalents, such as CVS gift cards, are not permitted. No gifts may be given as a “thank you” or in a manner that takes into account the volume or value of referrals or other business generated by the healthcare professional. Additionally, CVS Health prohibits gifts to group practices; however, gifts given to individual physicians in a group practice are permitted, subject to these guidelines. The total value of all expenses, whether gifts, meals or entertainment, taken together on a healthcare professional in any one year period, cannot exceed a total of $300. This limit covers meals, refreshments or other items or services which are paid for by CVS Health. • Recording Expenses. Gift and meal expenditures for healthcare professionals must be entered and recorded into the CVS Health Ariba Spend Management system within thirty (30) days of the event, to capture physician spend at the NPI level. The Ariba system calculates and tracks annual spend, per healthcare professional across all business segments. Colleagues may refer to the CVS Health Gifts and Entertainment Policy for more information about recording physician spend. • Required Training. Employees providing gifts, meals and entertainment (as applicable) to healthcare professionals must participate in the applicable training modules on how to allocate physician spend, requirements and guidelines pertaining to meals and how to record gifts and meals in the Ariba system.Interactions with Patients and Customers Standard of Ethics. In interacting with patients or prospective patients, CVS Health is committed to following the highest ethical standards and complying with all applicable laws. Such interactions should be professional exchanges intended to benefit patients and improve the quality of patient care. Policy. CVS Health policy prohibits the offer or provision of any meal, gift, entertainment, travel, lodging or any other incentive to any pharmacy patient or prospective patient, except as otherwise provided below or otherwise approved in advance by the Legal Department and the Chief Compliance Officer or his/her designee. CVS Health policy prohibits routine waivers of copayments or the provision of free medically necessary supplies and equipment unless otherwise approved in advance by the Legal Department and the Chief Compliance Officer or his/her designee. Gift certificates, coupons, gift cards, cash and/or other cash equivalents in any amount, such as CVS gift cards, are not permitted, except as may be outlined below or otherwise 23 Ethics Line 1-877-CVS-2040 • Ethics.BusinessConduct@cvs.com
CVS Health• Code of Conduct approved in advance by the Legal Department and the Chief Compliance Officer or his/her designee.Our Relationships with Suppliers, Clients, Public Officials,Healthcare Professionals, Patients & Customers, continuedInteractions with Patients and Customers, continued Patient Dissatisfaction Payment. As outlined further in CVS Health’s Prescription Refunds/Incidents Policy (ROPP-0043), in limited circ*mstances, small, nominal payments to resolve patient dissatisfaction concerning the dispensing of medications at CVS/Pharmacy locations may be offered. Such payments should take the form of a gift card that does not exceed $10, except in unusual circ*mstances. The value of a patient dissatisfaction payment should correlate to the nature of the patient service mishap, not to the value of the product or to any co-payment by the patient or prospective patient. Patient dissatisfaction payments exceeding $10 must be reviewed and approved by the Legal Department prior to being offered to the patient. Waiver of patient co-pays to resolve patient dissatisfaction is prohibited. Examples of appropriate reasons for patient dissatisfaction payments include highly excessive wait times, rude treatment by staff, dispensing errors or the sale of a defective or expired product. Any dissatisfaction payment offered must be in compliance with the Prescription Refunds/Incidents Policy (ROPP-0043). Acceptance of Gifts from Customers. CVS Health acknowledges that customers may offer gifts of appreciation for good service. CVS Health policy allows colleagues to accept occasional, unsolicited gifts of appreciation of nominal value from customers.Open House EventsOn occasion, CVS Health, in particular the Company’s Specialty division, may host Open House events whichmay include potential or actual referral sources and/or patients.The purpose of these events must be to provide opportunities for attendees to become more educated aboutSpecialty products, programs and services, as well as disease states related to Specialty products, programsand services. Additionally, referral sources and patients may be given an opportunity to meet staff and tourCompany facilities.Any offers or giving of gifts, meals, entertainment, products and/or services at such Open House events mustbe in compliance with CVS Health’s Meals, Gifts and Entertainment Policy, the requirements of which areoutlined herein.Additionally, no clinical services (including Alpha-1 testing) may be provided during any Open House events. 24 Ethics Line 1-877-CVS-2040 • Ethics.BusinessConduct@cvs.com
CVS Health• Code of ConductOur Relationships with Suppliers, Clients, Public Officials,Healthcare Professionals, Patients & Customers, continuedGifts and Entertainment Policy Questions and AnswersQ: A potential vendor of CVS Health has invited me to dinner to discuss a potential businessarrangement. The expected cost of my dinner is under $50.00. Do I need to obtain approval from mymanager and record the dinner on the Vendor Entertainment Form in Ariba?A: No, you do not need approval for the dinner, as long as the dinner is conducive to businessdiscussions. The dinner does not need to be recorded in Ariba as it is unlikely to exceed $50.00.Q: A CVS Health supplier has offered to give me two professional football tickets to an upcominggame. The supplier is not planning on attending the game. May I accept the tickets?A: No, you may not accept the tickets. Since the supplier will not be at the game with you, thereis no opportunity to have business discussions.Q: I am attending an event with a prospective CVS Health PBM client. I would like to give a CVSHealth branded baseball cap to the prospective client. Do I need to obtain approval in advance?A: No advanced approval is necessary. CVS Health employees are allowed to provide to acustomer or prospective customer, on no more than an occasional basis, unsolicited gifts of nominalvalue, such as pens, note pads, mugs and similar inexpensive promotional items with CVS Healthlabeling. Gifts that are in excess of nominal value must be approved in writing by the ChiefCompliance Officer or his/her designee. 25 Ethics Line 1-877-CVS-2040 • Ethics.BusinessConduct@cvs.com
CVS Health• Code of ConductOur Relationships with Suppliers, Clients, Public Officials,Healthcare Professionals, Patients & Customers, continuedAntitrust LawsAntitrust laws are designed to protect competition by prohibiting monopolies, price fixing, predatory pricing andother practices that restrain trade. We never discuss pricing, suppliers or territories with competitors, nor makeagreements with them on these or other competitive issues. Under certain circ*mstances, even informaldiscussions with competitors regarding business plans, marketing, pricing, cost or other similar matters may beillegal.We gain information about competitors only in legal and ethical ways. Just as we expect competitors torespect our confidential information, we respect theirs. Improperly obtained competitor proprietary informationcannot be used to the advantage of CVS Health. Be careful during any conversations with competitors.Discussions regarding pricing, costs, suppliers or territories may be out of bounds. News Media At CVS Health, only the Corporate Communications staff is authorized to speak with the news media on the Company’s behalf (i.e., statements to the press, requests for in-store photographs/TV coverage, and inquiries from radio, television, newspaper, magazine or trade journal personnel). We never speak with or otherwise have contact with a member of the press on behalf of CVS Health without authorization from the Corporate Communications Department.Social MediaConsistent with the Company’s approach to interacting with the traditional news media, only designated CVSHealth employees are authorized to speak on behalf of the Company in social media, including, but not limitedto, Facebook, LinkedIn, and online blogs.For nearly all CVS Health colleagues, use of social media is voluntary and unrelated to the performance oftheir jobs. Colleagues who choose to discuss their work in these public forums should understand that theyspeak for themselves, and not the Company. The Company’s Social Media Policy, available on the Policy andProcedure Portal, outlines the guidelines for personal use of Social Media, as well as our corporate SocialMedia Principles. 26 Ethics Line 1-877-CVS-2040 • Ethics.BusinessConduct@cvs.com
CVS Health• Code of ConductOur Relationships with Suppliers, Clients, Public Officials,Healthcare Professionals, Patients & Customers, continuedBusiness FirewallsAs a good business practice, CVS Health maintains firewalls between select businesses within the Companyto separate and protect certain competitively sensitive information that each business possesses. Suchinformation includes contract terms, pricing and other financial arrangements. These firewalls becomeimportant in contract negotiations, where the businesses must compete on the same terms as theircompetitors. More detailed information is available in the policy titled CVS Health Firewall Policy, located onthe Company intranet site.Environmental ProtectionCVS Health respects the preservation of natural resources and the improvement of the environment. TheCompany cooperates with government bodies and communities in environmental protection efforts andcomplies with environmental laws and regulations. The Company ensures that all environmentally sensitiveand hazardous materials are identified and managed to ensure their safe handling, movement, storage,recycling or reuse and disposal. 27 Ethics Line 1-877-CVS-2040 • Ethics.BusinessConduct@cvs.com
CVS Health• Code of ConductOur Relationship with U.S. and non-U.S. GovernmentsConduct with Public OfficialsWe are committed to dealing with public officials according to the highest ethical standards. Our conduct withpublic officials, including any political contributions or business transactions, must comply with applicable lawsand regulations and Company policy, including disclosure requirements.CVS Health policy prohibits giving or offering anything of value, directly or indirectly, to a public official,including any colleague or agent of a government-owned business, in order to influence official action or obtainan improper advantage. “Anything of value” means not only cash, but also gifts, meals, entertainment, politicalcontributions, offers of employment or other benefits.Corporate Political ContributionsOnly corporate officers (Vice Presidents and above)are authorized to make corporate contributions to apolitical candidate, and such contributions must be CVS Health’s policy on Government Officialsmade consistent with Company policy. “Contributions” and Candidates Appearances at CVS Healthmeans not only funds, but also loans, donations of Facilities and Events has more information onproducts or supplies, use of facilities, Company interacting with public officials, including strictpersonnel or anything else of value. limits on business transactions with public officials and guidance on gifts andAll corporate political contributions by the Company entertainment.require prior written approval, utilizing specificprocesses and forms, from the General Counsel orChief Compliance Officer or his/her designee.Individual Political ActivitiesCVS Health encourages colleagues to support political candidates or causes of their choice; as long as it isclear they are not speaking or acting on the Company’s behalf. Individuals must not use Company time orresources when acting as a volunteer for a political candidate or cause.Our colleagues have a Political Action Committee (PAC). The PAC works to support, protect and favorablyposition the Company in the legislative arena by being active in the political process. The PAC’s objective is toprovide financial support for candidates for political office who hold similar positions or beliefs on issues or whomeet other criteria. Participation in the PAC by eligible colleagues is entirely a personal choice, and pressuringany colleague to contribute is strictly prohibited. 28 Ethics Line 1-877-CVS-2040 • Ethics.BusinessConduct@cvs.com
