The Tennessee Hospital Association’s (THA) Code of Business Conduct provides an overview of the values that should guide the behavior of the association and a summary of the key policies for conducting business in an honest and legally and ethically appropriate manner. This code, together with detailed supporting documents, collectively describe the manner in which THA -- as a corporate entity, its members, directors and employees -- will conduct business. This code may not answer every legal or ethical question, nor is it intended to do so. However, it is a set of fundamental principles that form the building blocks necessary to promote the best interests of THA. This code, as well as all supporting policies and documents, apply to all directors, officers, members and employees of THA.
THA CORPORATE MISSION STATEMENT
The mission of the Tennessee Hospital Association is to lead our members in advocacy for and support of community-based hospitals and health systems and to assist them in delivering accessible, cost-effective, quality health services.
- We support our members through activities and programs that advance the quality of health care.
- We are socially responsible and invest our time and resources in activities that bring measurable value to the members we serve.
- We will make every effort to demonstrate the highest levels of honesty, integrity and fairness in the performance of our duties.
- We strive to work with diverse individuals who possess an intense work ethic, high moral standards, and who are recognized by their dependability and commitment to excellence.
- We are passionate about the healthcare industry and desire to promote the very best industry-wide practices in a fair and honest manner.
- We will avoid any action or discussion that may unfairly restrain trade or unduly encumber competition within our industry.
- We are responsive to the needs of our members and do everything we can to assure their success.
- We are committed to providing a workplace where employees are given the direction, tools and freedom to accomplish great things.
THA is committed to fairness and unbiased treatment of all of its business partners and employees. To prove the strength of our commitment, we pledge to follow these principles at all times and in all situations. Our directors, officers and employees are committed to ensuring:
- Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships.
- Compliance with applicable laws, rules and regulations.
- Prompt internal reporting of violations of this code.
- Accountability for adherence to this code and the law.
A. COMPLIANCE WITH THE LAW AND CODE OF BUSINESS CONDUCT
THA seeks to achieve and maintain a reputation for honesty, integrity and fairness. Such a reputation is earned and must be supported with an ongoing commitment. Every employee, member, officer and director should be guided by the highest standards of ethical conduct in his or her relationships with THA, employees, fellow members, business partners and the general public. Every employee, member, officer and director must understand they alone are ultimately responsible for their acts and omissions. As a condition of employment or affiliation with THA, every employee, member, officer and director (hereinafter referred to as “covered persons”) is expected to comply with THA’s Code of Business Conduct and all underlying policies and procedures.
It is the corporate policy of THA that all covered persons are to comply fully with all applicable laws, rules and regulations at all times in their conduct of THA business. However, mere compliance with the law is a minimum standard of conduct. In today’s complex world and sophisticated legal environment, there may not always be a simple choice between absolute right and wrong. Therefore, every covered person shares the responsibility to carry out his or her duties not merely in strict compliance with the law, but in a manner above reproach. Covered persons must obey both the language and the spirit of the law, and avoid efforts to circumvent its intent by dubious means or questionable interpretations. If ever there is any doubt about laws or regulations that may apply to a particular situation, it is each covered person’s duty to make the appropriate inquiries, which might well include seeking a legal opinion from THA’s general counsel.
Every covered person is expected to be alert to ethical and legal ambiguities. It is each covered person’s personal responsibility to immediately report violations or suspected violations of this code, applicable laws or regulations and/or company policies, including suspected misconduct, fraud, misuse of company assets or other violations of THA’s Code of Business Conduct as provided in the reporting requirements section of this code.
B. CORPORATE ASSETS
Protection and Use of Corporate Assets and Property
THA has established accounting control standards and procedures to ensure assets are protected and properly used, and financial records and reports are accurate and reliable. This is part of the responsibility entrusted to all THA employees. Every THA employee is responsible for supporting, maintaining and complying with the required internal controls relevant to his or her responsibilities.
Control and judicious use of THA’s assets, including funds held for members and affiliates, as well as proprietary or confidential information, is a fundamental responsibility of each covered person. Covered persons should safeguard physical property and other assets against unauthorized use or removal, as well as against loss by criminal act or breach of trust.
Employees also should read and remain in compliance with the sections of the Employee Handbook entitled “Confidential Information” and “Information Systems Policy.”
Data and Confidentiality
It is the policy of THA to ensure the operations, activities and business affairs of THA, its members and affiliates are kept strictly confidential and used only as necessary to conduct THA business. If, during the course of employment or affiliation with THA, a covered person acquires confidential or proprietary information about THA or any of its members or affiliates, this information is to be handled in strict confidence and only used in the conduct of business with those who have a need to know.
Confidential information, such as financial projections, contractual fees or other sensitive data, should not be identifiably released without proper authorization. This information, regardless of whether communicated verbally, in writing or electronically, should not be released to anyone not employed by, or an agent or director of THA, or to a covered person who does not have a business need for such information.
In the same manner, THA shall regard employment information as confidential, and will respect the need for protecting each employee’s privacy by providing guidelines for the proper receipt, possession, use, retention and transmittal of personal information concerning employees as may be necessary to enable THA to make appropriate judgments regarding prospective employees, current employees, retirees and/or the beneficiaries of certain corporate benefit programs. THA will collect and retain only such personal information as is pertinent to effectively conduct THA business, that which is necessary to administer personnel and benefits programs, and/or to remain in compliance with relevant federal and state employment laws.
Employees should read and comply with the section of the Employee Handbook entitled “Employee Records.”
C. POLITICAL ACTIVITIES AND CONTRIBUTIONS
Political advocacy in support of the interests of THA and its members is the cornerstone of the association’s existence. THA encourages covered persons to exercise their political rights. While exercising those rights, however, covered persons must recognize that relationships with potential and incumbent public officials can be very sensitive and potentially embarrassing to THA. Employees also should read and maintain compliance with the section of the Employee Handbook entitled “Employee Political Activity.”
THA and its members are very successful when they work together and present a united voice on advocacy issues. THA and its members should continue to work together to address all advocacy issues at both the state and federal levels. Even when members fail to agree, THA expects all its members to coordinate with THA staff on all advocacy issues.
As a matter of policy, THA will oppose legislation that is considered to have a negative impact on member hospitals. If a member initiates legislation that is harmful to another member, the policy of THA will be to actively oppose such legislation, given the fact that the history of such legislative activity has been a bypass of the appropriate channels for addressing the issue(s) at hand. A member who intends to initiate legislation that is harmful to another member hospital may bring the issue to the THA Executive Committee prior to filing of the legislation for discussion; however, absent compelling rationale to cause a reconsideration of opposition, THA will actively oppose such legislation.”
No contribution of THA funds, property or services to any political party or committee, or to any candidate for or incumbent holder of any office of any governmental body, shall be made by a covered person, unless it is a lawful contribution made by operation of a THA or AHA political action committee or pre-approved contributions of corporate funds to support or oppose public referenda or similar ballot initiatives.
Contributions to THA’s political action committee are totally voluntary. Covered persons shall abide by all applicable state and federal laws and regulations relating to such contributions.
D. BUSINESS RELATIONS
THA is committed to the principle of fair competition and dealing openly and honestly with individuals and organizations. THA values each member’s affiliation, and must provide exceptional service and value to keep it. THA pledges to foster an environment that is fair, ethical and honorable, and ensure full and consistent compliance with all antitrust and competition laws applicable to THA business.
E. GIFTS, GRATUITIES AND ENTERTAINMENT
Giving or accepting gifts and entertainment can sometimes be construed as an attempt to influence the other party. Therefore, it is THA’s policy not to accept gifts from any company that currently is doing business, seeking to do business or would reasonably be expected to do business with THA. This prohibition does not apply to travel, lodging, meals or fees in connection with bona fide business, education or marketing related trips or to nominal gifts or consideration that have been disclosed to and approved by the employee’s supervisor. THA employees shall exercise prudent judgment and at all times avoid any situation that might be subject to question.
Gifts from THA to employees of any company or governmental entity that currently is doing business, seeking to do business or would reasonably be expected to do business with THA may be restricted by the relevant policies of that company. THA will not knowingly make gifts that violate state or federal law or any other company’s policy.
F. CONFLICTS OF INTEREST
Each covered person shall avoid conflicts of interest between his/her responsibilities to THA and any outside interest. Appearances often count so be mindful that the fairness and appropriateness of a person’s conduct may be judged by others by how it appears. A good rule of thumb is a potential conflict of interest exists any time a third party viewing an individual’s actions might believe these actions are motivated solely by the person’s responsibilities to THA or by another “personal” or “outside” interest.
It is the policy of THA to avoid conflicts of interest in appearance and in fact. If an individual believes a conflict of interest exists, it must be disclosed to THA. If an employee, disclosure shall be made to his/her supervisor. If a director, disclosure shall be made to the THA board of directors. All other potential conflicts of interest shall be disclosed to THA’s general counsel.
No list of examples can cover every type of conflict of interest. Always disclose and seek resolution of any actual or potential conflict of interest, whether or not it is considered an actual conflict, before taking a potentially improper action. The following list is by no means exhaustive, but merely highlights some specific restrictions THA imposes:
- Directors: Each member of the THA board of directors and any subsidiary of THA is required to disclose any conflict of interest that he or she may have regarding any matter to be considered by the board. This includes relationships with vendors that currently are doing business, seeking to do business or would reasonably be expected to do business with THA or any subsidiary of THA. After full disclosure to the board, the conflicted director should consider recusing himself or herself from all discussions and decisions involving any such vendor.
- Employees: If an employee is involved in a personal business venture, the employee will conduct all business relating to that venture outside THA offices, and will not conduct such business on THA time.
- Loans: THA will not extend a loan or letter of credit to any director, officer or employee.
- Outside Employment: No THA officer or employee may work for a company that currently is doing business, seeking to do business or would reasonably be expected to do business with THA or any THA subsidiary. Employees shall review and maintain compliance with the Employee Handbook in relation to outside employment.
- Ownership Interests: No THA officer or employee may have a controlling interest in any company that currently is doing business, seeking to do business or would reasonably be expected to do business with THA or any of its subsidiaries.
- Service on Boards: If a THA officer or employee serves on the board of directors (or comparable body) of any company that currently is doing business, seeking to do business or would reasonably be expected to do business with THA or any of its subsidiaries, the officer or employee shall disclose that service to the THA board of directors.
G. REPORTING REQUIREMENTS
As stated elsewhere, it is each covered person’s personal responsibility to report actual or suspected violations of this Code of Business Conduct, including suspected misconduct, fraud, misuse of THA assets or other violations. In the case of employees, such reports shall be made to the employee’s manager or supervisor, THA general counsel, THA accounting department or THA audit committee. Directors or those without a direct supervisor or manager shall make such reports to THA’s general counsel or THA audit committee. Reports made in good faith shall not be subject to penalty. THA shall take all such reports seriously, and each will be investigated accordingly. THA policy prohibits any retribution or retaliation against a covered person for making such reports.
This Code of Business Conduct is an attempt by THA to present principles of legal and ethical business behavior. It is by no means a complete and exhaustive list, but THA believes it is sufficient to direct covered persons through most ethical considerations. In the event a legal or ethical violation does occur, however, violators should expect disciplinary action, up to and including termination, if an employee; removal, suspension or rescission, if a director or member; and fines, civil and criminal prosecution, and/or imprisonment.
Waivers to these standards only may be granted by the THA board of directors or THA president. Any granted waiver shall be appropriately disclosed.