Exhibit 1 Authority to Commit Resources Authorization limits… Check Requests Manager Director VP SVP CEO/CFO Purchase orders and Invoices Manager Director VP SVP CEO/CFO Le ve l 1 Le ve l 2 Le ve l 3 Le ve l 4 <$1 m illion operating budget <$5 m illion operating budget <$10 million operating budget More than $10 million operating budget <500 <1,000 <10,000 >10,000 over 500,000 <500 <1,000 <10,000 >10,000 over 500,000 <500 <1,000 <10,000 >10,000 over 500,000 <500 <1,000 <10,000 >10,000 over 500,000 1,000 10,000 <25,000 >25,000 1,000 5,000 100,000 <1,000,000 >1,000,000 Exceptions to these approval limits must be approved by the CEO/CFO. 5,000 25,000 250,000 <1,000,000 >1,000,000 10,000 50,000 500,000 <1,000,000 >1,000,000 Exhibit 2 UNIVERSITY OF MARYLAND MEDICAL SYSTEM CORPORATION AMENDED AND RESTATED BY-LAWS ARTICLE I. MEMBERS SECTION 1.01. Members. The directors of the Corporation also constitute the members of the Corporation and, when meeting as directors, may exercise the rights and powers of members. ARTICLE II. BOARD OF DIRECTORS SECTION 2.01. Function of its Board of Directors. All powers of the Corporation may be exercised by or under authority of the Board of Directors, including review of the Corporation’s strategic plan and business development strategies. SECTION 2.02. Number of Directors. The Corporation shall have six nonvoting and not less than twenty-two and not more than twenty-seven voting directors. SECTION 2.03. Qualification and Tenure of Directors. Each director of the Corporation shall satisfy the qualifications contained in the Charter of the Corporation. Each voting director who does not serve ex-officio shall be appointed by the Governor of the State of Maryland and shall serve for a term of five years, beginning on the first Monday in June of the year of appointment, except that the term of each initial voting director shall expire on the date specified in the Charter of the Corporation. At the end of a term, a voting director continues to serve until a successor is appointed and qualifies. The Director of the Maryland Institute for Emergency Medical Services Systems shall serve, ex-officio, with vote. SECTION 2.04. Nonvoting Directors. The nonvoting directors of the Corporation shall be, ex-officio, the Chancellor of the University System of Maryland, the President of the University of Maryland, Baltimore, the President of the Corporation, the Dean of the School of Medicine of the University of Maryland, Baltimore, the President of the medical staff organization of the Medical Center and the Senior nursing Executive for the Medical Center. Nonvoting directors shall be entitled to notice of and to attend all meetings of the Board of Directors but shall not be entitled to vote on any matter presented to the Board of Directors. Nonvoting directors may serve on committees of the Board of Directors. SECTION 2.05. Removal of Director. A director may be removed with or without cause. Upon recommendation of the Board of Directors, the Governor may remove a voting director not serving exofficio. SECTION 2.06. Annual and Regular Meetings. The Corporation shall hold an annual meeting of its directors to elect officers and transact any other business within its powers either on the third Wednesday in June of each year if not a legal holiday, or at such other time on such other day falling on or before the 30th day thereafter as shall be set by the Board of Directors. Except as the Charter or statute provides otherwise, any business may be considered at an annual meeting without the purpose of the meeting having been specified in the notice. Failure to hold an annual meeting does not invalidate the Corporation’s existence or affect any otherwise valid corporate acts. Any other regular meeting of the Board of Directors shall be held on such date and at any place in or out of the State of Maryland as may be designated from time to time by the Board of Directors. Unless otherwise approved by the Board of Directors for a particular annual or regular meeting, the meeting will be \\BA - 021920/000002 - 808665 v1 conducted in accordance with Robert’s Rules of Order, and shall include reports by the Chairman of the Board, the President of the Corporation, the President of the University of Maryland, Baltimore, the Dean of the School of Medicine at the University of Maryland, Baltimore, the President of the medical staff organization, and may include reports by the chairman of each Board committee and each standing management committee. SECTION 2.07. Special Meetings. Special meetings of the Board of Directors may be called at any time by the Chairman of the Board or the President of the Corporation or by a majority of voting members of the Board of Directors by vote at a meeting, or in writing with or without a meeting. A special meeting of the Board of Directors shall be held on such date and at any place as may be designated from time to time by the Board of Directors. In the absence of such designation, such meeting shall be held at such place as may be designated in the call. SECTION 2.08. Notice of Meeting. Except as provided in Section 2.06 notice shall be given to each voting and nonvoting director of each annual, regular and special meeting of the Board of Directors. The notice shall state the time and place of the meeting. Notice is given to a director when it is delivered personally, left at his or her residence or usual place of business, or sent by telegraph or telephone, at least 24 hours before the time of the meeting or, in the alternative, by mail to his or her address as it shall appear on the records of the Corporation, at least 72 hours before the time of the meeting. Unless the By-laws or a resolution of the Board of Directors provides otherwise, the notice need not state the business to be transacted at or the purposes of any annual, regular or special meeting of the Board of Directors. No notice of any meeting of the Board of Directors need be given to any director who attends, or to any director who, in writing, executed and filed with the records of the meeting either before or after the holding thereof, waives such notice. Any meeting of the Board of Directors, annual, regular or special, may adjourn from time to time to reconvene at the same or some other place, and no notice need be given of any such adjourned meeting other than by announcement. Copies of the agendas for Board meetings, the minutes of Board meetings and minutes of all Board committees and standing management committees shall be distributed on a regular basis. SECTION 2.09. Action by Directors. Unless statute or the Charter or By-laws requires a greater proportion, the action of a majority of the voting directors present at a meeting at which a quorum is present is action of the Board of Directors. Eleven voting directors shall constitute a quorum for the transaction of business at any meeting. A designee of a Board member may not attend a Board meeting on behalf of the Board member. In the absence of a quorum, the voting directors present by majority vote and without notice other than by announcement may adjourn the meeting from time to time until a quorum shall attend. At any such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified. Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting, if a unanimous written consent which sets forth the action is signed by each voting member of the Board and filed with the minutes of proceedings of the Board. SECTION 2.10. Meeting by Conference Telephone. Members of the Board of Directors may participate in a meeting by means of a conference telephone or similar communications equipment if all persons participating in the meeting can hear each other at the same time. Participation in a meeting by these means constitutes presence in person at a meeting. SECTION 2.11. Compensation. Each member of the Board of Directors serves without compensation. By resolution of the Board of Directors, reimbursement for expenses, if any, for attendance at each annual, regular or special meeting of the Board of Directors or of committees thereof, may be paid to directors. A director who serves the Corporation in any other capacity may receive compensation for such other services, pursuant to a resolution of the Board of Directors \\BA - 021920/000002 - 808665 v1 2 SECTION 2.12. Nominations for Voting Director. the Board of Directors annually shall nominate persons to fill vacancies created by the expiration of the term of each voting director whose term is to expire within one year. To the extent permitted by statute and the Charter of the Corporation, a person may be nominated to fill a vacancy created by the expiration of his or her own term as a voting director. the Board of Directors shall also nominate persons to fill vacancies created by the resignation, removal, incapacitation or death of a voting director. TheNominating Committee shall recommend nominees to the Board of Directors the names of all nominees shall be submitted to the Board of Regents of the University System of Maryland for comment and to the Governor of the State of Maryland for consideration ARTICLE III. COMMITTEES SECTION 3.01. Board Committees. There shall be an Executive Committee, a Finance Committee, a Medical Center Committee, and such other Board committees as the Board of Directors may appoint from among its members from time to time. All Board committees shall be composed of two or more voting directors, and nonvoting directors also may be appointed to any Board committee. When serving on a Board committee, a nonvoting director shall not be entitled to vote on any matter presented to the Committee. The President of the Corporation shall serve ex-officio on all Board committees and shall be nonvoting. SECTION 3.02. Executive Committee. (a) Membership. The Executive Committee shall consist of the Chairman of the Board, the Vice-Chairman of the Board, the chairmen of the Medical Center Committee and the Finance Committee, and at least five voting directors selected annually by the Chairman of the Board. The President of the University of Maryland, Baltimore, the Dean of the School of Medicine of the University of Maryland, Baltimore and the President of the Corporation shall serve exofficio and shall be nonvoting. The Chairman of the Board may appoint other ex-officio nonvoting members. (b) Duties. The Executive Committee is empowered, between the meetings of the Board of Directors, to perform any of the powers of the Board of Directors, except those powers reserved to the Board of Directors by law or by resolution of the Board. In addition, the Executive Committee may review the committees of the Corporation, and is responsible for the nomination of directors and those officers elected by the Board on an annual basis, the nomination of persons to fill vacancies created by the resignation, removal, incapacitation or death of a voting director, and the establishment of executive compensation. The President of the Corporation shall excuse himself or herself from any deliberations of the Committee relating to an evaluation of or compensation for the President of the Corporation. The Chairman of the Board shall report at the next regular meeting of the Board all actions taken by the Executive Committee since the last regular Board meeting. SECTION 3.03. Medical Center Committee. (a) Membership. The Medical Center Committee shall consist of at least five (5) voting members of the Board of Directors, selected annually by the Chairman of the Board, and the Director of the Maryland Institute for Emergency Medical Services Systems as voting members of the committee, and, as non-voting members of the Committee, the President of the University of Maryland Baltimore, the Dean of the School of Medicine of the University of \\BA - 021920/000002 - 808665 v1 3 Maryland, Baltimore, the President of the Medical Center Medical Staff, the Senior Nursing Executive of the Medical Center, the President of the Corporation or his designee, and the Executive Vice President/Chief Executive Officer of the Medical Center. The President of the University of Maryland Baltimore will serve, ex officio, as Vice Chairman of the Medical Center Committee. (b) Duties. The Medical Center Committee shall be responsible, in addition to other responsibilities assigned to it by the Board of Directors, for (i) Receiving recommendations from the Medical Center medical staff organization and making final decisions on all appointments to the Medical Center medical staff organization, and on assignments of responsibilities within the medical staff organization, including definition of the scope of privileges, departmental affiliation, clinical privileges, specified services, reappointments, corrective actions, and reductions, extensions, suspensions or terminations of privileges; and requiring membership in the medical staff as a prerequisite to the exercise of clinical privileges in the Medical Center, except as otherwise specifically provided in the medical staff organization’s by-laws; (ii) Coordinating the formulation and implementation of standards and activities for the review and maintenance of the quality, utilization, and efficiency of care within the Medical Center; (iii) Receiving and making any decisions respecting any communication, requests or recommendations presented by the Medical Center’s medical staff organization through its duly authorized representatives; (iv) Receiving and considering all reports on the work of the Medical Center medical staff organization and making such decisions in respect thereto as the committee considers to be in the best interest of the Medical Center and its patients; (v) Requiring the establishment of a Medical Center medical staff organization, receiving medical staff organization recommendations, and taking action on the adoption, amendment or repeal of Medical Center medical staff organization by-laws, such approval not to be unreasonably withheld, such by-laws to include (a) creation of a medical executive committee (b) a statement of the purposes, functions and organization of the medical staff organization, (c) a statement of the policies by which the medical staff organization will exercise and account for its delegated authority and responsibilities, (d) a procedure to be followed by the medical staff organization in acting on matters of membership status, clinical privileges, corrective action, and fair hearing; (vi) Conducting itself as a forum for the discussion of matters of administrative and medical policies and procedures requiring agreement among the Board, the Medical Center medical staff organization and Medical Center management, and resolving any conflicts; (vii) Overseeing Medical Center compliance with the laws and regulations of federal, state and local government agencies and with the standards, rules and regulations of the various accrediting and approval agencies, including the Joint Commission on Accreditation of Healthcare Organizations; \\BA - 021920/000002 - 808665 v1 4 (viii) Participating in and overseeing the Medical Center’s accreditation survey including the final accreditation report and evaluation of the Medical Center; (ix) Considering, reviewing, approving and periodically updating Medical Center performance improvement plans and reviewing and acting on the reports that are components of the Medical Center’s program; (x) Receiving and reviewing reports of Medical Center risk management issues. (xi) Receiving and reviewing reports of Medical Center human resources competency; (xii) Reviewing and approving plant operations and support services policies and renovations contained in an approved budget and recommending to the Board new construction or renovation proposals, including architectural and engineering plans, not in an approved budget and costing over $500,000. (xiii) Recommending to the Board operating and capital budgets, and reviewing financial and management audits of the Medical Center (xiv) Recommending to the Board and overseeing implementation of a strategic plan for the Medical Center, identifying strategic issues and capitalizing on opportunities to enhance clinical, educational, and research endeavors for the University of Maryland School of Medicine, and anticipating market and health care trends to ensure the Medical Center as a national leader for primary, specialty, and critical care. (xv) Review of an annual operating plan for the Medical Center, and monitoring of Medical Center performance against annual operating plans and budgets (c) Meetings and Reports. The Medical Center Committee shall meet as frequently as is necessary, but at least six (6) times a year. The minutes shall be recorded and shall be sent to the Board SECTION 3.04. Finance Committee. (a) Membership. The Finance Committee shall consist of members selected by the Chairman of the Board. The President of the University of Maryland, Baltimore shall serve exofficio. (b) Duties. The Finance Committee shall be responsible, in addition to any responsibilities assigned to it by the Board of Directors, for review and approval of operating and capital budgets, review of financial planning, including reimbursement policies, review and approval of procurement policies and review and approval of financial and management audits of all hospitals and subsidiaries. SECTION 3.05. Management Committees. (a) Management Committees. The Board of Directors may establish management committees from time to time, which committees shall perform any functions assigned to them by the Board. Membership, voting privileges and all other matters relating to such committees shall be as specified in the resolution appointing such committee and in Section 3.06 of these \\BA - 021920/000002 - 808665 v1 5 By-laws. The President of the Corporation shall serve ex-officio, management committees, unless otherwise determined by the Board. nonvoting on all (b) Voting. When serving on a management committee, a nonvoting director shall be entitled to vote unless otherwise provided in these By-laws. (c) Appointment. The Chairman of the Board shall appoint members of management committees on an annual basis unless otherwise provided in these By-laws. SECTION 3.06. Functioning of Board and Management Committees. (a) The Chairman of the Board may designate a voting member of a committee as its chairman. (b) Each committee may fix rules of procedure for its business. (c) A majority of the voting members of a committee shall constitute a quorum for the transaction of business and the act of a majority of those voting members present at a meeting at which a quorum is present shall be the act of the committee. (d) Any action required or permitted to be taken at a meeting of a committee may be taken without a meeting, if a unanimous written consent which sets forth the action is signed by each voting member of the committee and filed with the minutes of the committee. (e) The members of a committee may conduct any meeting thereof by conference telephone in accordance with the provisions of Section 2.10. (f) A designee of a committee member may not attend a committee meeting on behalf of the member. (g) The President of the Corporation may assign staff to any Board or management committee from time to time. Staff so assigned may attend all meetings of such committees and shall perform those duties assigned by the President of the Corporation. ARTICLE IV. OFFICERS SECTION 4.01. Executive Officers. The Board of Directors annually shall elect a Chairman of the Board and a Vice Chairman of the Board, both of whom shall be directors of the Corporation, a President, who shall also serve as the Chief Executive Officer of the Corporation, a Secretary and a Treasurer. The President of the Corporation may be a voting director of the Corporation at the time of election but thereupon shall resign as a voting director and then shall become, ex-officio, a nonvoting member of the Board of Directors. The Corporation also may have one or more Vice-Presidents, one or more Assistant Vice-Presidents, one or more Assistant Secretaries and one or more Assistant Treasurers. A person may hold more than one office in the Corporation but may not serve concurrently as both President of the Corporation and Vice-President of the Corporation, or as Chairman of the Board and Vice Chairman of the Board. SECTION 4.02. Chairman of the Board. The Chairman of the Board shall preside at all meetings of the Board of Directors at which he or she shall be present. He or she shall have and may exercise such powers as are from time to time assigned by the Board of Directors. \\BA - 021920/000002 - 808665 v1 6 SECTION 4.03. Vice Chairman of the Board. In the absence of the Chairman of the Board, the Vice Chairman of the Board shall preside at all meetings of the Board of Directors at which he or she shall be present. He or she shall have and exercise such powers as are from time to time assigned by the Board of Directors. SECTION 4.04. President of the Corporation and Chief Executive Officer. In the absence of the Chairman of the Board and the Vice Chairman of the Board, the President of the Corporation shall preside at all meetings of the Board of Directors at which he or she shall be present; he or she shall have general charge and supervision of the assets and affairs of the Corporation; he or she may sign and execute, in the name of the Corporation, all authorized deeds, mortgages, bonds, contracts or other instruments, except in cases in which the signing and execution thereof shall have been expressly delegated solely to some other officer or agent of the Corporation; and, in general, he or she shall perform all duties incident to the office of chief executive officer and president of a corporation, and such other duties as are from time to time assigned to him by the Board of Directors. SECTION 4.05. Executive Vice Presidents. The Executive Vice-Presidents, at the request of the President of the Corporation, or in his or her absence or during his or her inability to act, shall perform the duties and exercise the functions of the President of the Corporation, and when so acting shall have the powers of the President of the Corporation. If there be more than one Executive Vice President, the Board of Directors may determine which one or more of them shall perform any of such duties or exercise any of such functions, or if such determination is not made by the Board of Directors, the President of the Corporation may make such determination. The Executive Vice-Presidents shall have such other powers and perform such other duties, and have such additional descriptive designations in their titles (if any), as are from time to time assigned to them by the Board of Directors or the President of the Corporation. SECTION 4.06. Secretary. The Secretary shall keep the minutes of the meetings of the Board of Directors and of any committees in books provided for the purpose; he or she shall see that all notices are duly given in accordance with the provisions of the By-laws or as required by law; he or she shall be custodian of the records of the Corporation; he or she shall witness all documents on behalf of the Corporation, the execution of which is duly authorized, see that the corporate seal is affixed where such document is required or desired to be under its seal, and, when so affixed, may attest the same; and, in general, he or she shall perform all duties incident to the office of a secretary of a corporation, and such other duties as are from time to time assigned to him or her by the Board of Directors or the President of the Corporation. SECTION 4.07. Treasurer. The Treasurer shall have charge of and be responsible for all funds, securities, receipts and disbursements of the Corporation, and shall deposit, or cause to be deposited, in the name of the Corporation, all moneys or other valuable effects in such banks, trust companies or other depositories as shall, from time to time, be selected by the Board of Directors; he or she shall render to the President of the Corporation and to the Board of Directors, whenever requested, an account of the financial condition of the Corporation; and, in general, he or she shall perform all the duties incident to the office of a treasurer of a corporation, and such other duties as are from time to time assigned to him or her by the Board of Directors or the President of the Corporation. SECTION 4.08. Assistant Officers. The Assistant Officers shall have such duties as are from time to time assigned to them by the Board of Directors or the President of the Corporation. The Assistant Secretaries shall have such duties as are from time to time assigned to them by the Board of Directors or the Secretary. The Assistant Treasurers shall have such duties as are from time to time assigned to them by the Board of Directors or the Treasurer. SECTION 4.09. Subordinate Officers. The Corporation may have such officers below the level of Executive Vice President as the President of the Corporation may from time to time deem desirable. \\BA - 021920/000002 - 808665 v1 7 Each such officer shall hold office for such period and perform such duties as the President of the Corporation may prescribe. SECTION 4.10. Compensation. The Board of Directors shall have power to fix the salaries and other compensation and remuneration, of whatever kind, of all officers of the Corporation. It may authorize any committee or officer, upon whom the power of appointing subordinate officers may have been conferred, to fix the salaries, compensation and remuneration of such subordinate officers. SECTION 4.11. Election, Tenure and Removal of Officers. (a) The Board of Directors annually shall elect the Chairman, Vice Chairman, Secretary, Treasurer, and President of the Corporation. Each of these officers serves for one year and until his successor is elected and qualifies. The Board of Directors may fill a vacancy that occurs in any of these offices, except the office of President of the Corporation, for the unexpired portion of the term. In the event of a vacancy in the office of President of the Corporation, nominees to fill the vacancy shall be selected by a process determined jointly by the Board of Directors and the Board of Regents of the University System of Maryland. (b) The Board of Directors shall authorize the creation of any Executive Vice President position, and shall elect any Executive Vice President when such a position is vacant. (c) The Board of Directors may from time to time authorize any committee or officer to appoint subordinate officers. (d) If the Board of Directors in its judgment finds that the best interests of the Corporation will be served, it may remove any officer or agent of the Corporation. (e) The change to refer to the Medical Center is to conform to the language and intent of the original enabling legislation, which described the “medical system” as University Hospital, Shock Trauma, and the Cancer Center. ARTICLE V. COMMUNITY ADVISORY COUNCIL MEDICAL CENTER SECTION 5.01. Establishment. There shall be a Community Advisory Council to the Medical Center, composed of representatives from the community naturally served by the Medical Center having interest in the services of the Medical Center. The number of members of the Community Advisory Council shall be fixed from time to time by resolution of the Board of Directors, provided that no reduction in the number of members of the Community Advisory Council may affect the tenure of any member thereof. SECTION 5.02. Appointment; Term. The Chairman of the Board of the Corporation shall appoint the members of the Community Advisory Council. The term of each member of the Community Advisory Council shall be three years from the date of appointment. The Chairman shall appoint at least one member of the Board of Directors to serve as a liaison between the Council and the Board of Directors. SECTION 5.03. Recommendations of the Community Advisory Council. The member of the Board of Directors appointed by the Governor from the membership of the Community Advisory Council shall present to the Board of Directors all recommendations of the Community Advisory Council. All such recommendations concerning services offered by the Medical Center and its community relationships shall be considered by the Board of Directors. \\BA - 021920/000002 - 808665 v1 8 SECTION 5.04. Procedures; Meetings. The Community Advisory Council may adopt procedures for the conduct of its affairs and shall hold meetings from time to time as it deems appropriate at such places as may be selected by it. The Community Advisory Council may elect one of its members as its chairman. ARTICLE VI. FINANCE SECTION 6.01. Checks, Drafts, Etc. All checks, drafts and orders for the payment of money, notes and other evidences of indebtedness, issued in the name of the Corporation, shall, unless otherwise provided by resolution of the Board of Directors, be signed by the President of the Corporation, a Senior Vice-President or an Assistant Vice-President and countersigned by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary. SECTION 6.02. Annual Report to the Maryland General Assembly. There shall be prepared annually a report of the affairs of the Corporation, containing the information prescribed by the Charter of the Corporation. The annual report shall be approved by the Board of Directors as soon as practicable after the end of each fiscal year. Within twenty (20) days after approval by the Board of Directors, the annual report shall be placed on file at the Corporation’s principal office, with copies delivered to the Board of Regents of the University System of Maryland, the Governor of the State of Maryland, and the General Assembly of the State of Maryland.) SECTION 6.03. Fiscal Year. The fiscal year of the Corporation shall be the same as the fiscal year of the State of Maryland unless otherwise approved by the Board of Public Works of the State of Maryland. ARTICLE VII. SUNDRY PROVISIONS SECTION 7.01. Books and Records. The Corporation shall keep correct and complete books and records of its accounts and transactions and minutes of the proceedings of its Board of Directors and of any executive or other committee. The books and records of a Corporation may be in written form or in any other form that can be converted within a reasonable Corporation shall keep correct and complete books and records of its accounts and transactions and minutes of the proceedings of its Board of Directors and of any executive or other committee. The books and records of a Corporation may be in written form or in any other form that can be converted within a reasonable time into written form for visual inspection. Minutes shall be recorded in written form and an original signed and certified copy thereof shall be kept at the principal office of the Corporation. The original or a certified copy of the By-laws shall be kept at the principal office of the Corporation. SECTION 7.02. Corporate Seal. The Board of Directors shall provide a suitable seal, bearing the name of the Corporation, which shall be in the charge of the Secretary. The Board of Directors may authorize one or more duplicate seals and provide for the custody thereof. SECTION 7.03. Bonds. The Board of Directors may require any officer, agent or employee of the Corporation to give a bond to the Corporation, conditioned upon the faithful discharge of his duties, with one or more sureties and in such amount as may be satisfactory to the Board of Directors. SECTION 7.04. Voting. Upon Shares in or as Member of Other Corporations. Stock of or membership in other corporations or associations, held in the name of the Corporation, may be voted by the Chairman of the Board or the President of the Corporation, or a proxy appointed by either of \\BA - 021920/000002 - 808665 v1 9 them. The Board of Directors, however, may by resolution appoint some other person to vote such shares, in which case such person shall be entitled to vote such shares upon the production of a certified copy of such resolution. SECTION 7.05. Mail. Any notice or other document which is required by these Bylaws to be mailed shall be deposited in the United States mails, postage prepaid. SECTION 7.06. Execution of Documents. A person who holds more than one office in the Corporation may not act in more than one capacity to execute, acknowledge, or verify an instrument required by law to be executed, acknowledged, or verified by more than one officer. SECTION 7.07. Discrimination. The Board of Directors of the Corporation shall operate the Corporation without discrimination based upon: (1) political or religious opinion or affiliation, marital status, race, color, creed, or national origin, or (2) sex or age, except in employment when sex or age constitutes a bonafide occupational qualification, or (3) the physical or mental handicap of a handicapped individual, provided in the employment context the individual is qualified for the employment. SECTION 7.08. Amendments. The Board of Directors shall have the power, at any regular or special meeting thereof, to make and adopt new by-laws, or to amend, alter or repeal any of the Bylaws of the Corporation, provided that any such new by-law or amendment, alteration or repeal of the By-laws of the Corporation are consistent with law and the Charter of the Corporation. Pursuant to Section 3.04 of these By-laws, The Board of Directors shall establish an ad hoc management committee at least every five years to review the By-laws of the Corporation, and to recommend to the Board of Directors any appropriate revisions or amendments. SECTION 7.09. years. Evaluation. The Board of Directors shall review its performance at least every two SECTION 7.10. Conflict of Interest. Annually, members of the Board of Directors shall disclose all conflicts of interest. A Board member has a “conflict of interest” if (i) the Board member, (ii) a member of his family, or (iii) an organization in which the Board member has an ownership interest, a significant management function, or is an employee or negotiating employment (i) has an existing or potential financial or other interest which influences or might appear to influence the member’s unbiased judgment in the discharge of his or her responsibilities to UMMS, (ii) has a significant business relationship with any person or firm engaging in, or seeking to engage in, business with UMMS, or (iii) may receive a material financial or other benefit from knowledge or information confidential to UMMS. \\BA - 021920/000002 - 808665 v1 10 GLOSSARY TO AMENDED AND RESTATED BY-LAWS UNIVERSITY OF MARYLAND MEDICAL SYSTEM CORPORATION “Corporation” - “Corporation” means the University of Maryland Medical System Corporation. “Governance Legislation” - “Governance Legislation” means Chapter 288 of the Laws of Maryland of 1984, as amended from time to time. “Management” - “Management” means the Administrative officers of the Corporation. “Medical Center” means the physical plant operated under one license as a hospital, emergency center and cancer center by the Corporation in Baltimore City, Maryland , as expanded or modified from time to time. “Medical Executive Committee” - “Medical executive committee” means the medical executive committee of the medical staff organization of the Medical Center, empowered to act on behalf of the medical staff organization. “Medical Staff Organization” - “Medical staff organization” means the Medical Staff Organization of the Medical Center. “Medical Staff Organization By-laws” - “Medical Staff Organization By-laws” means the medical staff organization by-laws as adopted from time to time by the Medical Center medical staff organization. To the extent these By-laws are inconsistent with such medical staff organization by¬laws, these Bylaws supersede such by-laws. “Medical System” - “Medical System” means the corporation acting in its role as the owner or member of facilities or subsidiaries, including the Medical Center. “Medical System Agreement” - “Medical System Agreement” means the annual agreement between the University System of Maryland and the Corporation as provided for in the Governance Legislation. \\BA - 021920/000002 - 808665 v1 11 Exhibit 3 RESOLUTION OF THE BOARD OF DIRECTORS OF THE UNIVERSITY OF MARYLAND MEDICAL SYSTEM CORPORATION REGARDING DISCLOSURE OF INTERESTS OF MEMBERS OF. THE BOARD OF DIRECTORS WHEREAS, the proper governance of the University of Maryland Medical System Corporation (UMMS) depends on Board members who give of their time for the benefit of and WHEREAS, because of the varied backgrounds and interests of directors, their services may result in situations involving dual interests which might be interpreted as con?icts of interest; and service on the UMMS Board of Directors should not be rendered impossible solely by reason of a duality of interest or_ possible con?ict of interest; and WHEREAS, service on the UMMS Board of Directors carries with it a requirement of loyalty and a responsibility for directors to utilize their skill and judgment for the benefit and welfare of WHEREAS, although UMMS is a nongovernmental, private, nonprofit hospital, its historical and current ties with the University of Maryland at Baltimore render its activities subject to higher public expectations than those of other nonprofit hospitals; and WHEREAS, the matter of any duality of interest or possible con?ict of interest can be handled through full disclosure of such interest, together with non-involvement in any vote? wherein the interest is involved; . NOW, THEREFORE BE IT RESOLVED, that othJQirectors? of the University of Maryland Medical System I?orporation hereby adopts-the fo'ljouiingrpoiicy: 1' A Board" membershaligbe to?" have Potential con?ict?of interest if: . a. Who i. the Board member, or 1 4/ 12/02 A ii. a member of his or her family' (to the extent that the Board member is aware), or any organization, in which the Board member (or member of his or her family) has (to the extent that the Board member is aware) (l )a signi?cant management function2 or (2)0wne1ship interest3, or (3) is an employee or is negotiating employment; b. What i. has an existing or potential ?nancial or other interest which in?uences 0r might appear to in?uence the member?s unbiased judgment in the discharge of- his or her responsibilities to UMMS, or ii. has a signi?cant business relationship with any person or ?rm engaging in, or seeking to engage in business with UMMS, or may receive a material ?nancial or other bene?t from knowledge or information con?dential to 2. A Board member shall disclose to the other membeis of the Board any duality of interest or potential con?ict of interest on the part of the . Board member in a matter before the Board; 3. Any Board member having a duality of interest or potential con?ict of interest on any matter before the Board shall not vote on the matter or use his/her personal in?uence on the matter; 4. Subject to Paragraph 5 below, unless his or her presence is necessary to create a quorum, any Board member having a duality of interest or potential con?ict of interest in a matter before the Board, shall excuse Family members are a) spouse and b) any other family member living in the same household as the Board member or over whose ?nancial matters the Board member has control. 2 A signi?cant management function means serving as trustee, director, general manager, principal of?cer, or general partner. 3 A signi?cant ownership interest means owning 5% or more of the stock in a corporation, 5% or more interest in the pro?ts of a partnership, or bene?cial interest of 5% or more in any other enterprise. 2 4/12/02 10. 3 himself or herself from the Board meeting during any vote on or any discussion of the matter; The foregoing requirements should not be construed as preventing the Board member from stating his/her position in the matter, nor from answering pertinent questions of other Board members since his/her knowledge may be of assistance . To the extent permitted by law, the Board member shall disclose to the other directors any reason known by him/her why the contract or other transaction is not in the best interests of The minutes of the meeting shall re?ect that the Board member disclosed the duality or potential con?ict of interest in a matter before the Board and abstained from voting; A Board member shall disclose any duality of interest or possible con?ict of interest at the earliest practicable time. A Board member who is uncertainwhether he or she has a duality of interest or possible con?ict of interest in any matter may request the Board to determine whether one exists, and the Board shall resolve the question by majority vote; Any situation involving a possible duality of interest or con?ict of interest should be brought to the attention of and resolved with the advice of legal counsel; A member of the Board who holds his or her position on the Board because of his or her position at UMMS, at the University of Maryland, or in the General Assembly, is not required to disclose dualities of interest or potential con?icts of interest which are implicit in his or her position at UMMS, at the University, or in the General Assembly; When Management or a Board member is aware of a potential situation or contemplated undertaking in which a Board member could have a duality of interest or con?ict of interest, Management or the Board member shall present to the Finance Committee as soon as possible the potential situation or contemplated undertaking in order to obtain guidance from the Committee as to whether the potential situation or contemplated undertaking should be pursued under any special conditions or directions; and 4/12/02 ll. Management shall present to a meeting of the full Board for approval any proposed transaction in which management is aware that a Board member has a duality of interest or a potential con?ict of intereS't, and provide a written summary of: a. the process management followed' In developing the transaction and the criteria used b. how UMMS will bene?t from the transaction, including a comparison of the proposed transaction with alternative transactions in which a Board member would not have an interest; and c. the value of the transaction to UMMS and, if known, to the Board member. BE lT FURTHER RESOLVED, that this policy also shall apply to committees of the Board of Directors; BE IT FURTHER RESOLVED, that annually, the Board shall review this policy and its application over the last year, and individual. Board members shall sign-this policy; BE lT FURTHER RESOLVED, any new Board member shall be advised of the policy and requested to sign it. 4 4/ 12/02 Exhibit 4 P: \l PAGE: PROCEDURE NO: 1 OF 3 CCII04 UN MARYLAND MEDICAL SYSTEM BOARD OF DIRECTORS POLICY EFFECTIVE DATE: LAST REVISION DATE: 06/05/2011 SUBJECT: DISCLOSURE OF FINANCIAL RELATIONSHIPS POTENTIAL CONFLICTS OF INTEREST) FUNCTION: CORPORATE COMPLIANCE II. KEY WORDS: Disclosure of Financial Relationships, Con?ict of Interest 1. POLICY A. B. BACKGROUND AND OBJECTIVE The proper governance of the University of Maryland Medical System Corporation (the Medical System) depends on Board members who give of their time for the bene?t of the company. Because service on the Medical System?s Board of Directors (the Board) carries with it a requirement of loyalty and a responsibility for Directors to exercise their skill and judgment for the bene?t and welfare of the organization, the Board requires its members to fully disclose any ?nancial relationship that may result in situations involving dual interests which might be interpreted as potential conflicts of interest. . This policy provides a process for Directors to disclose relationships or proposed relationships between the Medical System and themselves, an immediate family member, or an entity in which they or an immediate family member have a Financial Relationship, Management Function, or employment relationship (collectively Relationship). DEFINITIONS Medical System 0 University of Maryland Medical System Corporation and the following af?liates: a University of Maryland Medical Center - Civista Health - James Lawrence Kernan Hospital 0 Shore Health System 0 Baltimore Washington Medical Center 0 Chester River Health System 0 Maryland General Hospital 0 University Specialty Hospital Industry 0 Any company, including any subsidiary or af?liated entity, that has or is anticipated to Company have a direct contractual relationship with the Medical System a Any company, including any subsidiary or af?liated entity, that manufactures or distributes a pharmaceutical product, biological product, medical device, medical equipment or medical supply whose use, provision or prescription is eligible for coverage by government reimbursement Medicare, Medicaid). This includes any company that manufactures such covered product, regardless of whether or not the manufacture of medically-related products is its principal business or simply a minor portion of its business activities. Financial I Any employment or consulting relationship; Relationship 0 Any commission-based relationship insurance broker); I On annual basis, a single gift that exceeds $50 in value and/or $50 in value per Industry Company on an annual basis; a On an annual basis, an entertainment event that exceeds $100 in value or multiple entertainment events from an Industry Company that exceed $250; I Any compensation arrangement with any Industry Company (including any subsidiary or af?liate of an Industry Company); - Stock or ownership interests in an Industry Company (including any subsidiary or af?liated entity) amounting to greater than a three percent ownership interest; 0 Stock?Options issued by an Industry Company, regardless of amount or present value; or 0 Any other compensation, reimbursement, 0r remuneration arrangements with an Industry Company not otherwise described above. Management a Trustee, director, general manager, principal, of?cer or general partner Relationship Immediate Spouse, parents, children and siblings, whether by blood, marriage in-Iaws or step Family Member family) or adoption, and any other person residing in the Director or Of?cer?s home. PROCEDURE Eh PAGE: PROCEDURE N0: 2 OF 3 CC1104 UN MARYLAND MEDICAL SYSTEM BOARD OF DIRECTORS POLICY EFFECTIVE DATE: LAST REVISION DATE: 06/05/2011 SUBJECT: DISCLOSURE OF FINANCIAL RELATIONSHIPS POTENTIAL FUNCTION: CORPORATE COMPLIANCE CONFLICTS OF INTEREST) Annually A. Annually each Director shall complete a Disclosure of Financial Relationships Questionnaire. B. A Director who holds his or her position on the Board because of his or her position at the Medical System, at the University of Maryland, or in the General Assembly, is not required to disclose dualities of interest or potential con?icts of interest which are implicit in his or her position at the Medical System, at the University, or in the General Assembly. C. The Medical System's General Counsel shall summarize the relevant information and annually submit the summary to the Audit and Compliance Committee of the Board (Committee) for its review. D. The Committee shall review the information. The minutes of the meeting shall re?ect the review and decision as to whether any signi?cant ?nancial relationship exists. E. The Committee will report any ?ndings of signi?cant ?nancial relationships to the full Board. The Board shall vote on whether any relationship requires any further action on the part of the affected Director. The minutes of the meeting shall re?ect the speci?c Board decision on each reported ?nancial relationship. Boa rd Member New Relationship F. G. Upon appointment to the Board, new Directors shall complete a Disclosure of Financial Relationships Questionnaire. During the course of his or her service on the Board, a Director shall disclose any new Relationships that may arise between reporting requirements initial appointment, annual disclosure). Such disclosure shall be made directly to the Medical System?s General Counsel. Proposed Business Relationships with the Medical System H. Management shall present to a meeting of the Audit and Compliance Committee of the Board for approval any proposed transaction in which management is aware that a Director or immediate family member has a Relationship, and provide a written summary of: a. the process management followed in developing the transaction and the criteria used to evaluate the transaction or vendors b. how the Medical System will bene?t from the transaction, including a comparison of the proposed transaction with alternative transactions in which a Director would not have a Relationship; and c. the value of the transaction to the Medical System and, if known, to the Director or to his or her Immediate Family Member. Any Director having a Relationship on any matter before the Board shall not vote on the matter or use his/her personal in?uence on the matter. Unless his or her presence is necessary to create a quorum, any Director having a Relationship related to a matter before the Board, shall excuse himself or herself from the Board meeting during any vote on or any discussion of the matter. The Director may state his/her position in the matter, and answer pertinent questions of other Board members since his/her knowledge may be of assistance. To the extent permitted by law, the Director shall disclose to the full Board any reason known by himfher why the contract or other transaction is not in the best interests of the Medical System. The minutes of the meeting shall re?ect that the Director disclosed the Relationship related to a matter before the Board and abstained from voting; Record Keeping >7 MARYLAND MEDICAL SYSTEM BOARD OF DIRECTORS POLICY PAGE: PROCEDURE NO: 3 OF 3 CC1104 EFFECTIVE DATE: LAST REVISION DATE: 06/05/2011 SUBJECT: DISCLOSURE OF FINANCIAL RELATIONSHIPS POTENTIAL CONFLICTS OF INTEREST) FUNCTION: CORPORATE COMPLIANCE M. The Medical System?s Of?ce of General Counsel will be the record keeper for all the Disclosure of Financial Relationships Questionnaires. N. The Medical System?s Of?ce of General Counsel will submit any required information to the Maryland Health Services Cost Review Commission, the external auditors for the Medical System, or any other regulatory agency. Rev. 06/2011 Exhibit 5 Ix PAGE: NO: ll 1 OF 6 ?312?? 1 CAL SYSTEM EFFECTIVE DATE: LAST REVISION DATE: 06/1 0/ 13 11/20/2017 CORPORATE COMPLIANCE POLICY SUBJECT: Con?icts of Interest KEY WORDS: Disclosure of Financial Relationships, Con?ict of Interest, Human Subjects Research Board Members, Of?cers, and Employees of the University of Maryland Medical System (UMMS) and its related entities have legal duties of care and loyalty to the organization. As a not-for-pro?t organization, UMMS relies on the public trust to accomplish its mission and objectives. A written con?icts of interest policy promotes transparency of ?nancial interests and demonstrates commitment to managing the organization with integrity and good faith. Increased scrutiny has been directed towards these ?nancial relationships and con?icts of interests in recent years from a variety of sources including the Internal Revenue Service and Congress. Not only do the potential con?icts of interest need to be disclosed within the organization, UMMS needs to manage these interests to protect its not-for-pro?t status and reputation. A ?nancial interest is, by itself, not necessarily a con?ict of interest. However, con?icts of interest can never be completely avoided; therefore, UMMS must take proactive steps to require disclosure and manage the ?nancial interests once identi?ed. The purpose of the con?ict of interest policy is to preserve the public trust; to protect the tax-exempt organizations? interests when a transaction or arrangement is considered that might bene?t the private interest of an of?cer or director of the Organization; to avoid possible excess bene?t transactions; to promote adherence with ?duciary duties; and to ensure that human subjects research is free from bias resulting from a ?nancial con?ict of interest. APPLICABILITY: This policy applies to all Board Members, employees, vendors and agents of any of the UMMS legal entities listed in Corporate Compliance Policy CC1202 Development of Corporate Policies, Attachment A. For the purposes of this policy, including disclosure and management plans, ?nancial interest or con?icts of interest in one of the UMMS legal entities represents a con?ict of interest and ?nancial interest in all of the UMMS legal entities. DEFINITIONS: Financial A person has a ?nancial interest if, within the last twelve months and with an Interest aggregated total value of at least $5,000, the person has, directly or indirectly, through business, investment, or family: a) An ownership or investment interest in any entity with which the Organization has a transaction or arrangement; PAGE: NO: PA 2 OF 6 DICAL SYSTEM EFFECTIVE DATE: LAST REVISION DATE: 06/10/13 11/20/2017 CORPORATE COMPLIANCE POLICY SUBJECT: Con?icts of Interest b) A compensation arrangement with the Organization or with any entity or individual with which the Organization has a transaction or arrangement; c) A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Organization is negotiating a transaction or arrangement; d) Intellectual property rights and interests; e) Travel expenses reimbursed or sponsored by any entity other than the University of Maryland or University of Maryland Medical System Af?liate; or 1) Any discovery or acquisition of any of the above through purchase, marriage, or inheritance). Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. Examples of ?nancial interest: Any employment or consulting relationship; any commission-based payments insurance broker); total value of gifts that exceed $5000 in value on an annual basis; total value of entertainment events that exceeds $5000 in value on an annual basis; Stock or ownership interests (including any subsidiary or af?liated entity) amounting to greater than a three percent ownership interest; stock-options regardless of amount or present value; or any other compensation, reimbursement, or remuneration arrangements not otherwise described above. Investigator The project director or principal investigator and any other person, regardless of title or position, who is responsible for the design, conduct, or reporting of research funded by the Public Health Services, or proposed for such funding, which may include, for example, collaborators, fellows, graduate students, or consultants. POLICY: 1. Duty to Disclose. In order to ensure that all relationships meet the highest professional standards, the University of Maryland Medical System requires Board Members, Pharmacy and Therapeutics Committee Members, Employees, and persons in?uencing the selections of vendors fully disclose any Financial Interest that may result in perceived potential con?icts of interest. This reporting must be completed, at minimum, annually, and with changes in circumstances. Doubts about whether a disclosure should be made should be resolved by disclosure. If there is no Financial Interest to disclose, this must be certi?ed to the requesting party. The requesting party may ask for additional information as needed to understand the risk and the needed mitigation strategies. :5 CORPORATE COMPLIANCE POLICY PAGE: N0: 3 OF 6 ?31203 1 CAL SYSTE EFFECTIVE DATE: LAST REVISION DATE: 06/10/13 11/20/2017 SUBJECT: Con?icts of Interest 2. Ascertaining Con?ict of Interest. A. Governing Board. Board Determination. After disclosing the ?nancial interest and all material facts (which may include an interview with the interested person), the person disclosing the Financial Interest shall leave the governing board or committee meeting while the determination of a con?ict of interest is discussed and voted upon. The remaining board or committee members shall decide how to manage the con?ict, however, at minimum, the member should not participate in further discussions or voting on con?icted matters. The Board, at its discretion, may make additional recommendations. The Of?ce of General Counsel is responsible for collecting and maintaining disclosures from all of the Governing Board(s) associated with The University of Maryland Medical System. . Pharmacy and Therapeutics Committee. The Pharmacy Co-Chair of the UMMS Pharmacy and Therapeutics Committee is responsible for collecting and maintaining disclosures from all of the System Pharmacy and Therapeutics Committee members that are not collected under other circumstances g. employed physicians submitting annually). Further, the Pharmacy and Therapeutics Committee must be informed if a Financial Interest has been disclosed in any of the considered vendors, products, purchases, uses, etc. The Pharmacy and Therapeutics Committee should take reasonable and necessary steps to mitigate the risks of these interests. . Employees. Human Resources for Corporate Shared Services is responsible for collecting and maintaining disclosures from all employees, including physician employees. . Vendor Selection. Corporate Supply Chain is responsible for collecting and maintaining disclosures from persons involved in vendor selection in local purchasing and capital committees. Further, the purchasing or capital committee must be informed if there is a Financial Interest in any of the considered vendors, products, purchases, etc. These cormnittees should take reasonable and necessary steps to mitigate the risks of these interests. E. Supply Chain. a: LII CORPORATE COMPLIANCE POLICY PAGE: NO: UN 4 OF 6 CC1208 MEDICAL SYSTEM EFFECTIVE DATE: LAST REVISION DATE: 06/10/13 11/20/2017 SUBJECT: Con?icts of Interest Corporate Supply Chain is responsible for ensuring that all contracts, invitations for bids, requests for proposals and other invitations or solicitations for offers include the following language: ?Any vendor, supplier, or other contractor must disclose any actual or potential transactions with any University of Maryland Medical System of?cer, board member, employee, or member of the medical staff, as applicable, including family members. Transactions include offers of employment, gifts, trips, or other things with a total accrued value of more than $1,000. The disclosure must be made within ?ve days of the transaction, whenever it occurs. Failure to comply with this provision is a material breach of agreement.? Further, the Corporate Supply Chain must be informed if a person who in?uences the selection of vendors, products, purchases, or uses, has disclosed a Financial Interest in any of the considered vendors, products, purchases, uses, etc. Corporate Supply Chain is responsible for collecting and maintaining disclosures from all of the persons involved in purchasing decisions that are not collected under other circumstances g. employed physicians submitting annually). Corporate Supply Chain should take reasonable and necessary steps to mitigate the risks of these interests. . Locally Held Contracts. Contracts not managed, solicited, or engaged by Supply Chain must ensure this language is included in the contract: ?Any vendor, supplier, or other contractor must disclose any actual or potential transactions with any University of Maryland Medical System of?cer, board member, employee, or member of the medical staff, as applicable, including family members. Transactions include offers of employment, gifts, trips, or other things with a total accrued value of more than $1,000. The disclosure must be made within ?ve days of the transaction, whenever it occurs. Failure to comply with this provision is a material breach of agreement.? Persons who have identi?ed Financial Interests in any potential party to a contract must not negotiate, initiate, or sign agreements on behalf of UMMS and its related entities. . Research Investigators. If research is to be conducted at the Shared Services level, Corporate Compliance and Business Ethics Group must be noti?ed (compliance@umm.edu or 410-328-3889) and will be responsible for the collection of disclosures. Positive responses must be handled consistent with Attachment A. r; CORPORATE COMPLIANCE POLICY PAGE: NO: UN MARYLAND 5 OF 6 ?31203 DICAL SYSTEM EFFECTIVE DATE: LAST REVISION DATE: 06/10/13 11/20/2017 SUBJECT: Con?icts of Interest 3. Management Plans. Management plans are generally required for positive responses on the Financial Interest disclosures, regardless of the individual?s position. For employees, Corporate Compliance and Business Ethics Group has included a management plan that may be provided to anyone with a positive disclosure. When a positive disclosure is received by a non-employee, any of the above areas with the exception of Shared Services? Supply Chain, the disclosure must be submitted to Corporate Compliance and Business Ethics Group (compliance@umm.edu or 410-328-3889) for review and management plan recommendation. The management plan speci?es the actions that have been and shall be taken to manage the con?ict of interest. If, for any reason, a plan may not be obtained, the University of Maryland Medical System Chief Executive Of?cer or designee and Corporate Compliance and Business Ethics Group (compliance@umm.edu or 410-328-3889) must be noti?ed. Management plans may include options such as. Disclosure to Patients Disclosure to Purchasing Committees formal recusal if decisions Disclosure if authorship speaking Periodic monitoring relationships and con?icts Limitation of hours of activity Formal approval required for new activity Limitation of use of any School of Medicine title Limitation on relationship with vendor Protocols for use of the vendor established by MEC committee No family members as representatives/technicians Prohibiting employed persons from acting as vendor representatives . Health Services Cost Review Commission Reporting. The Of?ce of General Counsel will submit any required information to the Maryland Health Services Cost Review Commission, per COMAR 10.37.01.06, which includes any director or of?cer conducting more than 3 10,000 of business with the relevant hospital, either directly or indirectly. . Other Con?icts of Interest In addition to Financial Con?icts of Interest, the University of Maryland Medical System strives to maintain an ethical organization at all levels and as such, all Board Members, employees, vendors (explicitly including contracted staff particularly physicians with contracts) and agents PAGE: O: 6 OF 6 ?31203 MEDICAL SYSTEM EFFECTIVE DATE: LAST REVISION DATE: 06/ 10/13 1 1/20/2017 CORPORATE COMPLIANCE POLICY SUBJECT: Conflicts of Interest of any of the UMMS legal entities shall disclose any potential personal con?ict of interests, regardless of any ?nancial implications, as the situation arises. A non?nancial con?ict of interest could arise in a variety of situations such as a surgeon performng surgery on a family member or an relationship between an employee and a patient, etc. Non?nancial con?icts do not always arise but, as a general policy, preemptive disclosure is encouraged. When identi?ed, nonfinancial con?icts should be managed with the same consideration for the risks to the organization as a ?nancial con?ict. ATTACHMENTS: Attachment A: Protocol for Managing Research Related Con?icts of Interest Attachment B: PHS Funded Research RELATED POLICIES: UMMS Standards of Business Conduct CC 1 30 1 Vendor Relationships CC1304 Gifts to Patients CC 1305 Gifts to or from Referral Sources REFERENCES: COMAR 10.37.01.06 Internal Revenue Services Form 990 Instructions for IRS Form 1023, Attachment A, Sample Con?ict of Interest Policy 26 U.S.C. ?4958 45 C.F.R. Part 94 Responsible Prospective Contractors 42 CPR. Subpart Promoting Objectivity in Research 21 54 Financial Disclosure by Clinical Investigators DEVELOPER: Corporate Compliance Business Ethics Group will maintain this policy. APPROVED: This policy was previously known as the Disclosure of Financial Relationships Policy. Executive Compliance Committee Approved Initial Policy: 06/ 10/2013 Executive Compliance Committee Approved Revisions: 11/16/2015; 11/20/2017 Exhibit 6 PAGE: PROCEDURE NO: UN 1 OF 3 MEDICAL SYSTEM SUPPLY CHAIN MANAGEMENT . EFFECTIVE DATE: LAST REVISION DATE: POLICY AND PROCEDURE MANUAL 01/2013 01/2013 SUBJECT: FUNCTION: USE OF BIDS AND QUOTATIONS Supply Chain Management I. II. KEY WORDS: Bids, Quotations, Policy, Procedure, Revision POLICY A. OBJECTIVE: The competitive bidding process with open access to acceptable suppliers will be used in support of all UNIMS departments in order to: obtain the advantageous price, address clinical speci?cations, and reduce the potential for patient care complications due to inferior or inappropriate products. B. INDICATIONS FOR USE: 1. Criteria when bids and quotations are solicited: a. b. Bids are legally binding offers to sell or to buy. Two or more suppliers are asked to submit pricing for the same or very similar goods or services. Formal Bid is a legally binding offer to sell or to buy. Bids are e?mailed or faxed to suppliers with a requirement for a written response by a set date. Request for Quotation may be conducted verbally, usually through the telephone and where response is immediate or very quick. Prime Vendor is a primary supplier of major commodity item such as medical/surgical supplies, pharmaceuticals, food products, lab products, etc. Compliant Bid is a bid response that agrees to all terms and conditions, is received on time, and provides pricing requested. RESPONSIBILITY and Central Procurement UMMS Supply Chain Contracting and/or Central Procurement to administer the bid process for all UMMS I It is the responsibility of all personnel involved in Supply Chain Contracting departments. I Price quotes will be administered by Supply Chain Contracting and/or Central Procurement based on information submitted by requesting department(s). I Competitive bids are employed to ensure responsive, reasonable, and ?rm pr0posals. I Three or more quali?ed suppliers will be solicited. In certain cases, exceptions may be made by Supply Chain Contracting and/or Central Procurement where such bidding process would result in no apparent bene?t to UNIMSJ Management Director, Materials I. With prior approval ?'om the Director, Supply Chain Contracting and/or Central Procurement, bid solicitation responsibilities may be delegated to materials management personnel. I - Delegated personnel are required to adhere to this policy. PAGE: PROCEDURE NOMARYLAND MEDICAL SYSTEM EFFECTIVE DATE: LAST REVISION DATE: SUPPLY CHAIN MANAGEMENT 01/2013 01/2013 POLICY AND PROCEDURE MANUAL SUBJECT: FUNCTION: USE OF BIDS AND QUOTATIONS Supply Chain Management RESPONSIBILITY (Continued) Director, Pharmacy I With prior approval ?'om the Director, Supply Chain Contracting and/or Central Procurement, bid solicitation responsibilities may be delegated to materials management personnel. I Delegated personnel are required to adhere to this policy. Director, Dietary With prior approval ?'om the Director, Supply Chain Contracting and/or Central Procurement, bid solicitation responsibilities may be delegated to materials management personnel. I Delegated personnel are required to adhere to this policy. Facilities Vice President, With prior approval ?'om the Director, Supply Chain Contracting and/or Central Procurement, bid solicitation responsibilities may be delegated to materials management personnel. Delegated personnel are required to adhere to this policy. PROCEDURE A. Policy and Procedure Writing Guidelines 1. All purchasing shall be conducted in a competitive manner to ensure that the organization receives the best overall value for its requirements. Competition is encouraged by actively seeking quali?ed suppliers, allowing these suppliers appropriate access to demonstrate that their products and services will meet the needs of the organization, and fairly awarding business to those suppliers who provide the best overall value to the organization. reference may be considered to suppliers for goods and services that are covered under a group purchasing ntract and to suppliers who have been designated as prime vendors for particular commodities. Any quali?ed supplier should be allowed to participate in a bid. Suppliers may be disquali?ed based on inability to provide the required product or service, past poor performance, a history of past bids that were not competitive, ?nancial instability, unwillingness to meet UMMS required terms and conditions, etc. For soliciting quotations with new business ventures or in any other circumstances where a ?rm requirement does not exist, the Supply Chain Contracting and Ior Central Procurement Professional shall make clear to prospective suppliers the intent of the request. Supplier quotations must be in response to a request from Supply Chain Contracting and/or Central Procurement; unsolicited bids will not be considered. Where a supplier is given the opportunity to rebid, all competing suppliers mustbe given equitable opportunity to rebid. These conditions in which it is in the best interest of UMMS to rebid include, but are not limited to changes in requirements or new technology. PAGE: PROCEDURE NO: A I I UNIVERSITY of MARYLAND 3 OF 3 MEDICAL SYSTEM SUPPLY CHAIN MANAGEMENT EFFECTIVE DATE: LAST REVISION DATE: POLICY AND PROCEDURE MANUAL 01/2013 01/2013 SUBJECT: FUNCTION: USE OF BIDS AND QUOTATIONS Supply Chain Management 7. It is imperative that suppliers know the following: a. Pre-contract discussions and agreements are preliminary. b. Any agreements reached are tentative. c. UMMS assumes no contract obligation to the supplier until a formal purchase order, letter of agreement, or contract has been executed, or authorization to proceed is given by Supply Chain Contracting and! or Central Procurement. (1. UMMS is not under any obligation to procure the item for which the negotiations are conducted, and any cost incurred by the supplier prior to placing of the order is at the supplier?s expense unless otherwise agreed to in advance by Supply Chain Contracting and/or Central Procurement. 8. Exceptions to requirement to bid include: a. Items available through a "group purchasing contract; b. Sole source purchases with approved justi?cation; c. No known alternate source; (1. Other examples, which the Director, Supply Chain Contracting and/or Central Procurement and the requestor(s) determine will be more advantageously acquired through a negotiated purchase. IV. REPORTABLE CONDITIONS None V. DOCUMENTATION A. Bid documents are available in the UIVIMS Supply Chain Contracting Department. V. SUPPORTIVE INFORMATION A. REFERENCES 1. UMMS Policies and Procedures Manual 2. UMMS Intranet, Supply Chain Management link VI. A. UMMS Supply Chain Contracting and Central Procurement NEW POLICY: 01/2013 Prepared By: 4 Date: AH 9?/ob Prepared A8 . Date: rag/?1 Reviewed By: Executive Approva Date: lL?J?lle/P?v Date: 147' Exhibit 7 PAGE: PROCEDURE No: MARYLAND Page 1 015 SYSTEM EFFECTIVE DATE: LAST REVISION: SUPPLY CHAIN PROCEDURE MANUAL 3/1 02/10/2011 SUBJECT: CENTRAL PROCUREMENT FUNCTION: ADMINISTRATIVE POLICY AND PROCEDURE Management of Procurement SCOPE: All University of Maryland Medical System (UMMS) facilities PURPOSE: To establish system-wide guidelines for the procurement of equipment, materials and services in order to maximize the economic bene?ts of centralized purchasing practices and minimize risk to the organization. This policy and procedure governs activities conducted by all UMMS facilities currently under the direct control of Corporate Procurement. It is strongly recommended that all other UMMS facilities, wherever possible, adopt this policy for local use. RESPONSIBILITY: VP Supply Chain Management POLICY: The UMMS Corporate Procurement Department is the only department within UMMS authorized to procure materials and services controlled by the Department. Exceptions to this policy include the purchases of pharmaceuticals, perishable foods stuffs, maintenance supplies, consultant, professional and legal fees, fees associated with employee bene?ts, temporary staf?ng expenses etc.. Purchase commitments are only made through the proper execution of a purchase order, issued by the Corporate Procurement Department. PROCEDURE: PROCUREMENT PROCESS 1. Purchase Requisition. A requester must forward to the department listed below a completed and properly authorized requisition in order to receive a purchase order. Corporate Procurement is the only department within UMMS with the authority to issue purchase orders except that the authority to a. Pharmaceuticals is delegated to the local hospital Pharmacy b. Perishable foodstuffs and groceries is delegated to the local hospital Food Service Department 0. Maintenance supplies to local hospital Facilities Department. The VP Supply Chain Management or designee is the ?nal authority on which purchases require a purchase order and who has authority to issue a purchase order. 2. Purchase Order. Purchase orders must only be issued after the submission of a properly completed and authorized requisition. The following are recognized exceptions: 9?9: In an emergency medical situation where direct patient care is jeopardized. In plant operation situations where direct patient care or staff safety is jeopardized. During hours when the Corporate Procurement Department is closed and delaying the procurement will jeopardize the functioning of the department or adversely impact direct patient care. In the event the aforementioned situations occur, a properly completed and authorized requisition must still be completed by the requester and forwarded to the appropriate Department within one business day. The Corporate Procurement Department will notify the vendor of the approved purchase order number for inclusion of the vendor?s invoice. In the absence of the purchase order number, Accounts Payable will not process the invoice for payment. A valid purchase order number must appear on all vendor documents, including packing slip, invoice and, as necessary, credit memos. Any correspondence from a vendor that relates to a speci?c business transaction must also reference the purchase order number which initiated the transaction in question. d. Signature Authorig. The following personnel have authority to authorize a purchase order. DIRECTOR It is the responsibility of the Director Clinical Contracting, Director of Corporate Contracts and CAPITAL Director Procurement Customer Service to ensure all procurement activities are accomplished CONTRACTING, in accordance with established UMMS policies and procedures. DIRECTOR Contracting Procurement personnel who are regularly engaged in contract negotiations, CORP. execution and obligating UMMS to suppliers for goods and services. CONTRACTS AND DIRECTOR PROCUREMENT CUSTOMER SERVICE DIRECTOR, Materials Management personnel who are authorized to commit institutional funds for the MATERIALS replenishment of inventoried supplies. MANAGEMENT DIRECTOR, Pharmacy Buyer(s) who are authorized to commit institutional funds for purchase of PHARMACY pharmaceuticals. DIRECTOR, Dietary Buyer(s) who are authorized to commit institutional funds for the purchase of food DIETARY products. ALL UMMS Only those individuals granted approval status are authorized to commit institutional funds. PERSONNEL UMMS personnel may only commit those funds after an individual with budgetary approval authority for the dollar amount of the purchase formally approves the purchase request. In addition to the above approvalsLInformation Services and Technology Department approval is required for computer hardware, software and related services. Receipt of Goods and Services. All deliveries to UMMS must take place at authorized receiving locations, unless prior arrangements for an alternate delivery location have been made and approved by the VP Supply Chain Management, designee or a department authorized to issue a purchase order (see Purchase Requisition section). All deliveries to any location must include a vendor packing slip with the authorized purchase order number contained on the packing slip. After hours, or on weekends, special deliveries can be arranged through the Corporate Procurement Department. Incorrect shipments, over shipments, damaged shipments and shipments not referencing an authorized purchase order number are all subject to return. Any return, for any of the mentioned reasons, will be done at the vendor?s expense, either by vendor-arrangement pick?up or returned freight collect. 4. Vendor Payment. All invoices are to be mailed to the Corporate Accounts Payable Department, unless prior arrangements have been made and approved through the Corporate Procurement Department. Corporate Accounts Payable makes all payments to vendors. The supporting invoice must reference an authorized purchase order number, except for those purchases exempted in the Purchase Order section of this policy. Invoices must have documentation of receipt by one of the authorized receiving locations. In the absence of the purchase order number or receipt documentation, Accounts Payable will not process the invoice for payment. Invoice received from vendors not referencing an authorized purchase order number are subject to being returned to the vendor unpaid. CONTRACTING PROCESS 5. Competitive Bidding. Competitive bidding is the method for selecting vendors for products, equipment or services being requested. The UMMS System Contracting Department leads the bid process, working with the requester to develop speci?cations, releasing bids and evaluating all proposals with the requester. As part of the review and when appropriate, the Corporate Procurement Department will assist the requester in preparing information on products, equipment or service requests that are required to be reviewed by other management committees. 6. Purchase Order Awards. It is the policy of the Corporate Procurement Department to award purchase orders for products not in the item catalog or on a contract based on total value, with equal consideration given to the acquisition and life cycle cost, quality and functionality of the equipment, product or service in question. It is the responsibility of the requesting department to justify the award to other than the lowest delivered cost vendor, when all other considerations are quanti?ed as being equal. 7. Terms and Conditions. All business transactions will be conducted under our standard terms and conditions. The terms and conditions as found within this policy, or identified in a speci?c purchase, shall be the governing terms wherever a con?ict exists between those terms and conditions and those of the vendor. 8. Vendor Relations: UMMS believes that a competitive atmosphere is most bene?cial for both the system and our business partners. In addition to meeting all our speci?cations and desired price, the following factors will in?uence the decision of which business partner shall get the order/contract. - UMMS will ?rst support purchase of goods, services or equipment covered by Group Purchasing contracts. Vendor is recognized as a Women and Minority Business Enterprise (WMBE). UMMS is dedicated to supporting and will actively seek to do business with those organizations. Vendor has proven record of accomplishment for on time and accurate deliveries. Vendor has demonstrated a willingness to stock products locally, to avoid stock outs and excessive lead times. Vendor?s ability to process purchasing and payment transactions electronically. Vendor has local sales support and dedicated customer service account representatives. As a matter of good purchasing practice, we periodically evaluate all vendors based on actual performance of services for UMMS. Areas evaluated include, but are not limited to, compliance with all UMMS policies regarding vendor management, actual performance versus promised delivery date, completeness of deliveries, and number of shipping errors, invoice accuracy and ability to react to emergency or unusual requests. Unsatisfactory performance will lead to removal of a vendor from our approved list of vendors. MONITORING PROCESS 9. Approved Products. The Corporate Performance Consulting Department (PCD) is responsible for coordinating the standardization of supplies and purchased services across UMMS. It is the policy of UMMS that all new products proposed for use at any af?liate within UMMS will be introduced through their respective Value Analysis process in conjunction with the PCD. The operating support guidelines of the PCD include: Products are not to be evaluated or used before a review of the product and presentation to the Value Analysis Committee takes place. The VP Supply Chain Management or designee may authorize speci?c patient requirements for a new product for one time use after consultation with the Clinical Director. All such requests 'will then be presented to the next scheduled Value Analysis Committee meeting. Products for approved evaluations are to be provided at no charge, unless prior agreement has been reached with the UMMS Supply Chain Department. Whether at no charge, or a negotiated cost, a purchase order will be issued for the product. Failure to follow any of the above guidelines, or missing any steps in the process, will result in a vendor not being paid for any product they bring into UMMS. 10. Contracts. The UMMS System Contracting Department monitors all procurement transactions with the vendors doing business with UMMS. All vendor correspondence related to the acquisition process, or adherence to contractual terms must be coordinated through the Corporate Procurement Department of?ce. Paperwork requiring signature committing UMMS to either acquiring a product, or a consignment of inventory products, for a speci?c price, quantity or period of time, must be signed by the VP Supply Chain Management or designee. Additional signatures of the Director of Clinical Engineering, the requesting department?s Vice President and/or the Vice President of Finance may also be required for contracts for services, equipment rental or leases and major capital equipment purchases. 11. Vendor Rebates. The UMMS System Contracting Department is responsible for the tracking, recording and processing of all vendor rebates. All rebates, whether a check or statement of credit against the account, must be directed from the vendor to the Corporate Contract Department. Prepared by L?Date 92/ Reviewed . 45/ Date Executive Approval 7 7? Date [54? Exhibit 8 PAGE: 1 OF 2 EFFECTIVE DATE: 05/31/17 SUPPLY CHAIN SHARED SERVICES PROCEDURE MANUAL SUBJECT: Infor Lawson Creation of Purchase Order POLICY NO: UMMSPR08 REVISION DATE(S): 03/13/19 KEY WORDS: RUSH OBJECTIVE/BACKGROUND: Purchase orders are documents that detail all products or services purchased by the hospital or medical center. All purchases made by the hospitals and medical centers must have a valid purchase order. It is the responsibility of all Purchase Order composers to use the Purchasing application to create, edit, and submit purchase orders, review PO activity, and follow-up with requestors on POs that have no receipt activity. APPLICABILITY: This policy applies to all employees, vendors, and agents [volunteers, medical staff] of any of the UMMS legal entities listed in Corporate Compliance Policy 1202 Development of Corporate Policies, Attachment A. POLICY: To establish a consistent process for the creation of purchase orders in the University of Maryland Medical System hospitals and medical centers. DEFINITIONS: Rush High Priority requiring expedited shipping PROCEDURE: All requests for goods and services from a vendor must have a purchase order before delivery of goods and services are provided. An electronic requisition for goods and services is completed by the requesting department and submitted. Purchase orders will be created from requisitions 3 times daily. This Infor Lawson job will automatically convert requisitions into purchase orders. I. Regular Purchase Orders PAGE: 2 OF 2 EFFECTIVE DATE: 05/31/17 SUPPLY CHAIN SHARED SERVICES PROCEDURE MANUAL SUBJECT: Infor Lawson Creation of Purchase Order POLICY NO: UMMSPR08 REVISION DATE(S): 03/13/19 A. Buyers will review the PO23 Screen (Purchase Order Worksheet) to identify and process any purchase orders that were not automatically transmitted. B. The buyer will fix any error on the PO23 worksheet. Once errors are fixed, the buyer will select Special Actions > Release to release the purchase order. C. Unless the PO is a Rush, Phone or other Manual transmission type, the PO will automatically be transmitted. D. If the PO is issued via “Do Not Print” or “Paper” the buyer will need to issue the PO individually. II. Rush Purchase Orders A. Requisitions with “priority” high will route to a Rush Inbasket B. The buyer will update the Issue to “Do Not Print” in PO23. In PO23 Buyers will click Header>Issue>DO Not Print C. The buyer will call the vendor to communicate the Rush order. D. The buyer will select Special Actions > Release to release the purchase order. . E. The buyer will issue the PO using (Designate Screen) POLICY OWNER: University of Maryland Medical System Corporate Supply Chain/Procurement APPROVED: Executive Compliance Committee Approved Initial Policy: [original] Executive Compliance Committee Approved Revisions: [revisions] Exhibit 9 Current Status: Active Origination: Effective: Last Approved: Last Revised: Next Review: Owner: Area: Policy Type: Applicability: PolicyStat ID: 4931881 11/1990 05/2018 05/2018 05/2018 05/2021 Bethany Mezzadra: MS Director of Accounts Payable Leadership Hospital Administrative Policy UMMC Downtown Campus Disbursement/Check Request I. POLICY A. OBJECTIVES 1. To define those transactions which are to be completed by means of a Disbursement/Check Request and to establish guidelines for completing those transactions. COPY B. INDICATION FOR USE 1. This policy applies to all divisions of the Medical System divisions and departments. C. DEFINITIONS None II. RESPONSIBILITY None The person granting authorization It is the responsibility of the person granting authorization to assure that services have been satisfactorily performed at the agreed upon rate before initiating a Disbursement/ Check Request. The party It is the responsibility of the party requesting a disbursement to present a completed requesting a properly authorized and coded Disbursement/Check Request and all related original disbursement documents. All data elements must be completed in order for the request to be processed. Accounts Payable Office It is the responsibility of the Accounts Payable Office to assure all Disbursement/Check Requests are complete and properly authorized. III. PROCEDURE A. Policy 1. A Disbursement/Check Request should be used for limited transactions. Purchases of supplies and goods and material supplies should be made using a Purchase Requisition and follow the normal procurement and payment process. 2. For employee travel reimbursements refer to policy. Disbursement/Check Request. Retrieved 09/18/2019. Official copy at http://um-mc-universitycampus.policystat.com/policy/ 4931881/. Copyright © 2019 UMMC Downtown Campus Page 1 of 3 3. Some examples of transactions considered appropriate for a Disbursement Request are: a. Honorarium b. Deposits for conferences c. Registration fees for seminars and training, d. Annual dues for associations and other organizations. e. Magazine and periodical subscriptions. f. Tax payments and other regulatory assessments g. Relocation expenses. h. Patient Refund. i. Patient Reimbursement (Lost Valuable). B. Procedure 1. A request for a disbursement is to be made using a completed Disbursement/Check Request with the related original documentation/receipt(s) attached. COPY a. For employee reimbursement for travel expense see policy Employee Travel & Expense Policy 2. Disbursement/Check Requests are to be submitted electronically to the Accounts Payable Team via the Kayako Customer Service Portal: support@ummsap.kayako.com. Please cite "Check Request" in the subject line of the e-mail. A Disbursement/Check Request submitted for an inappropriate transaction or lacking required coding or signatures will be returned on the same Kayako ticket with an explanation detailing the required changes. 3. The Accounts Payable Office anticipates a 5-day turn-around time to process a completed/ authorized Disbursement/Check Request. If a rush is required, please include "Rush" in the subject line. IV. REPORTABLE CONDITIONS None V. DOCUMENTATION None VI. SUPPORTIVE INFORMATION A. SEE ALSO None B. REFERENCES None C. COMMUNICATION AND EDUCATION 1. This policy will be communicated to the appropriate UMMC personnel via the following channels: a. The revised policy will be placed in the Policy and Procedure Manual on the UMMC Intranet site b. Re-education and revisions will be communicated via Medical Staff, Nursing, and other staff meetings and publications as needed. Disbursement/Check Request. Retrieved 09/18/2019. Official copy at http://um-mc-universitycampus.policystat.com/policy/ 4931881/. Copyright © 2019 UMMC Downtown Campus Page 2 of 3 DEVELOPER(S) Leadership Functional Team Leader/UMMC, Finance Shared Service Accounts Payable, UMMS Attachments: Approval Signatures Approver Date Bathany Mezzadra: MS Director of Accounts Payable 05/2018 Applicability UMMC Downtown Campus COPY Disbursement/Check Request. Retrieved 09/18/2019. Official copy at http://um-mc-universitycampus.policystat.com/policy/ 4931881/. Copyright © 2019 UMMC Downtown Campus Page 3 of 3 Exhibit 10 Upper Chesapeake Health System Financial Dele ation of Author? Guidelines February 8. 2012 at Description HOSPITALS UCHSIUMMS Venture Director VP or AVP Other VP. Finance EVPICFO CEO Board Other OPERATING PURCHASES 1 Check RequesUPO up to $10000 2 Check Request/PO between $10,000 $50000 3 Check RequestiPO between $50,000 $100000 ROUTINE CAPI- 5 Budgeted Capital up to 5250,000* 6 Budgeted Capital over $250,000 7 Unbudgeted Capitat up to 8100000 8 Unbudgeted Capital between $100000 and $250,000 9 Unbudgeted Capital over 5250.000 RR A (OTC) RR (OTC) RR RR RR RR (OTC) RR RR rch) RR ERECTC) 11 Replacement FTEs (Dept under target) 12 Replacement FrEs (Dept over target) 13 New hires of Budgeted Fl'Es _?l4 New hires otDnbudgeted CONTRACTS 15 Nursing Agency Contracts 15 New and renewai service contracts 4 $50,000 1? New and renewal service contracts 2v $50,000 but $250000 18 New and renewal service contracts $250000 (total for term) 19 Contracted Management (manages a department) 20 Clinical Services Agreement MEMN) 21 Contracts (New or Renovation) 22 Ot?cer?Property Leases OTHER 23 Non-clinical Overtime 24 Busineserducation travel and seminars 25 Catering Services (routinez?budgeied) 26 Catering Services (special events or unbudgeted} LEGEND: Recommend SL Senior Leader RR (AVP A RR RR RR (AVP HR) A RR RR RR (AVP A RR RR (AVP RR {083} RR (cs3; RR RR A RR (058) ?6.40: RR A RR (088} SEE ADDENDUM SEE ADDENDUM A R. RR (CS-S.) . RR Required Review CTC Capital Tracking Committee Requisition must be approved by area VP if there is a change of suggested vendorr scope of project or cost exceeding budget by more than Unanimous Consent items as de?ned in UCHSIUMMS Venture Operating Agreement Highlighted areas represent recommended changes from the cunent Delegation of Authority practice. 32919012 A Approval 1 =1nfonnational 088 Contract Summary Sheet Exhibit 1 1 Capital Region Authority to Commit Resources Comparison Tier 1 Standard Check Request Manager Director VP SVP CFO COO CEO Board Purchase Requisition Manager Director VP SVP CFO COO CEO Board UMMS Tier 2 Tier 3 ex: Pharmacy 500 1,000 10,000 50,000 500,000 SVP >500,000 NA 500 1,000 10,000 50,000 500,000 SVP >500,000 NA 500 1,000 10,000 50,000 500,000 SVP >500,000 NA 500 25,000 NA 50,000 150,000 500,000 >500,000 1,000 5,000 100,000 1,000,000 >1,000,000 SVP >1,000,000 NA 5,000 25,000 250,000 1,000,000 >1,000,000 SVP >1,000,000 NA 10,000 50,000 500,000 1,000,000 >1,000,000 SVP >1,000,000 NA 5,000 10,000 NA 100,000 Contracts* Manager Director VP SVP CFO COO CEO Board Capital ** Manager Director VP CFO COO CEO Board OLD DHS FY2007 NA NA NA Approval NA NA NA Approval NA NA NA Approval Plan Plan Plan Plan Plan Plan 1,000,000 >1,000,000 New DHS 7/28/2017 500 1,000 10,000 499,999 >500,000 1,000 5,000 100,000 1,000,000 >1,000,000 150,000 150,000 150,000 150,000 500,000 >500,000 150,000 150,000 500,000 >500,000 50,000 50,000 500,000 >500,000 500,000 >500,000 UM Capital Proposal 500 1,000 10,000 NA 499,999 499,999 >500,000 10,000 50,000 500,000 NA 1,000,000 1,000,000 >1,000,000 150,000 150,000 150,000 1,000,000 >1,000,000 >1,000,000 1,500,000 1,500,000 >1,500,000 >1,500,000 * UMMS Authority to Commit Policy is silent re: Contracts. Contracts are required to be reviewed by Legal, Compliance, and Corporate Contracts ** Capital plan must be reviewed and approved by the Board. Routine/replacement capital approvals through Capital Committee of local hospital Exhibit 12 PAGE: POLICY NO: 1 OF 7 BOARD-01 EFFECTIVE DATE: REVISION DATE(S): BOARD POLICY 7/1/2019 SUBJECT: University of Maryland Medical System Corporation Conflicts of Interest ARTICLE I: PREAMBLE: The University of Maryland Medical System Corporation (UMMS) is organized for health care, charitable, scientific, and education purposes and attains and maintains exemption from federal income taxation but is not a State agency, political subdivision, public body, public corporation, or municipal corporation. The governance of UMMS is vested in its Board of Directors (Board). The purpose of this Conflict of Interest Policy is to ensure all activities of UMMS are consistent with its mission and applicable Federal and Maryland laws. In furtherance of this Policy, UMMS will maintain effective complementary policies and procedures to comply with federal tax exemption guidelines and good governance practices. Initial adoption and changes to this Policy, after approval by the Board of Directors, will be sent to the Governor, the President of the Senate, and the Speaker of the House of Delegates (2019, Md. Laws, Ch. 19). ARTICLE II: PRINCIPLES: 1. The purposes of this Conflict of Interest Policy are to promote transparency, protect the interests of UMMS, avoid any Excess Benefit (as defined by the IRS) accruing to a Covered Person, and advance a reputation of highest integrity. A Conflict of Interest is defined as an interest that may affect, or may reasonably appear to affect, the judgement or conduct of any Covered Person in a manner that is adverse to the interests of UMMS. 2. Covered Persons may not use their positions to accrue Excess Benefits or to knowingly assist others in accruing Excess Benefits in any way at the expense of UMMS. Covered Persons shall conduct their activities to appropriately manage any potential conflicts of interest or dualities of interest and shall disclose any activities that could result in a possible conflict of interest. 3. The primary benefit of the policy is that the Board, Board committees, officers, and management can make decisions in an objective manner without undue influence by Covered Persons when Business Transactions are considered. ARTICLE III: DEFINITIONS: Business Transactions “Business Transactions” include, but are not limited to: • Contracts of sale, lease, license and performance of services, whether initiated during the UMMS tax year or ongoing from a prior year, • Loans, including salary advances, payments made under split-dollar insurance arrangements, and other advances, • Joint ventures in which either the profits or capital interest of UMMS and of the Covered Person exceeds 10%, • Employment relationships, PAGE: POLICY NO: 2 OF 7 BOARD-01 EFFECTIVE DATE: REVISION DATE(S): BOARD POLICY 7/1/2019 SUBJECT: University of Maryland Medical System Corporation Conflicts of Interest • Broker or agent of any corporation seeking to do business with UMMS. Covered Person “Covered Person” means any member of the UMMS Board of Directors, a member of a committee of the Board, a UMMS officer, or an employee of the UMMS corporation (including subsidiaries) at the VP level or above. Disinterested Member “Disinterested Member” means any Board member who does not have either (i) a conflict of interest in a respective Business Transaction; or (ii) a financial, professional, employment, or Family Member relationship with a Covered Person who does have a Conflict of Interest with respect to the Business Transaction, which relationship would, under the circumstances, reasonably be expected to exert an undue influence on the member’s judgement when voting on the Business Transaction. Excess Benefit Transactions Family Member UMMS Affiliate Vendors or Partners “Excess Benefit Transactions” are ones in which UMMS directly or indirectly provides an economic benefit in excess of the value of the consideration received by UMMS. “Family Member” means an individual’s spouse, parents, children and siblings, whether by blood, marriage (e.g., in-laws or step family) or adoption, and any other person residing in the individual’s home. “UMMS Affiliate” means any of the UMMS legal entities under the parent University of Maryland Medical System Corporation or any joint venture in which UMMS has a controlling interest. If questions arise, please contact the UMMS Chief Compliance Officer at COI@umm.edu for a list of the current entities. “Vendors or Partners” include any for-profit or not-for-profit business or organization including any subsidiary and/or affiliated entity that has or is anticipated to have a business relationship to UMMS or any UMMS Affiliate. ARTICLE IV: ADMINISTRATION AND ENFORCEMENT The UMMS Governance Committee of the Board shall be responsible for administering and enforcing this Policy. The Chair of the Governance Committee, having reviewed any and all conflicts with the Committee, shall report annually to the full Board on the administration, infractions, and enforcement of this Policy and shall report at the earliest opportunity all matters of concern to the full Board in executive session while interested parties are recused. The UMMS Chief Compliance Officer is the responsible administrative authority to assist the Board in administering and enforcing this Policy and bringing concerns to the Governance Committee. The UMMS Chief Compliance Officer shall be responsible for: PAGE: POLICY NO: 3 OF 7 BOARD-01 EFFECTIVE DATE: REVISION DATE(S): BOARD POLICY 7/1/2019 SUBJECT: University of Maryland Medical System Corporation Conflicts of Interest 1. Annually distributing disclosure statement forms to and collecting completed disclosure statements from all Covered Persons; 2. Reviewing all disclosure statements for compliance with this and all related UMMS policies and to identify all actual or potential conflicts of interest; 3. Preparing and submitting to the Governance Committee annual and updated (where applicable) reports summarizing all relevant information contained in the disclosure statements; 4. Receiving all disclosures of actual, potential, or perceived conflicts of interest as they arise and notifying the Chair of the Board, the Chair of the Governance Committee, and the CEO of such concerns; 5. Gathering all relevant information pertaining to an actual or perceived conflict, investigating if necessary, and reporting routinely to the Chair of the Governance Committee; 6. Educating the board on changes to applicable laws, regulations, statutes, or interpretations that may pertain to conflicts of interest; 7. Ensuring all Governance Committee actions and concerns related to this Policy are documented and retained, and periodic reviews conducted; and 8. Keeping confidential all Disclosure Statements and related documentation by limiting access to persons who have a reasonable need to know for purposes of administering and enforcing this Policy. ARTICLE V: REQUIRED DISCLOSURE Covered Persons are required to disclose and attest to the disclosure of all conflicts of interest and potential conflicts of interest on their Disclosure Statement. 1. Content of Disclosure Statement. The Covered Person shall provide the name and address of the main place of business of each entity listed. To address dualities of interest, entities listed should include any UMMS subsidiary or affiliate where the individual is also a Covered Person. Each Covered Person’s Disclosure Statement shall include the following: a. Policy Attestation. An attestation that the Covered Person has received and reviewed this Conflict of Interest Policy. b. Employee, Officer, or Director. Any for-profit or non-profit entity or business in which the Covered Person is an employee, officer, or director, or in which a Family Member is an employee, officer, or director if that entity or business is an UMMS Affiliate, Vendor or Partner. c. Business Transactions that the Covered Person or the Covered Person’s Family Member has with a Vendor or Partner, including: any compensation, remuneration, or reimbursement arrangement; any stock or other ownership interest in a Vendor or Partner (at least 3% ownership interest with respect to a publicly-traded company); any stock-options issued to the Covered Person or his/her Family Members by a Vendor or Partner (collectively “Financial Relationship”). 2. Initial Disclosure. Each Covered Person shall submit an initial Disclosure as follows: PAGE: POLICY NO: 4 OF 7 BOARD-01 EFFECTIVE DATE: REVISION DATE(S): BOARD POLICY 7/1/2019 SUBJECT: University of Maryland Medical System Corporation Conflicts of Interest a. Candidates for Membership on the Board. Prior to the nomination by the Governance Committee of any person for membership on the Board, the candidate shall submit a completed Disclosure Statement. b. Newly Appointed Ex Officio Board Members. A newly appointed Ex Officio Board member shall submit a completed Disclosure Statement within sixty (60) days after assuming the position for which ex officio membership is conferred. c. Other Newly Appointed Covered Persons. A newly appointed Covered Person shall submit a completed Disclosure Statement within thirty (30) days after the person’s appointment to the position. 3. Annual Disclosures. Each Covered Person shall submit annually a Disclosure Statement. a. The annual disclosure statement shall be submitted by August 15th each year for the previous fiscal year (July – June). b. Each Covered Person shall continue to file an annual Disclosure Statement for one (1) year after the conclusion of his or her service as a Covered Person. 4. Ongoing Disclosure. Each Covered Person shall have an ongoing obligation to disclose within ten (10) business days of learning of an actual or potential Conflict of Interest, or any new information that would be required by the Annual Disclosure but that arises during the course of the year. 5. Annual Summary of Disclosure Statements. The UMMS Chief Compliance Officer shall annually provide to the Governance Committee a report summarizing all relevant information contained in the annual disclosure statements. This summary will further be presented to the full Board annually, and the complete Disclosure Statements for each Board member will be made available to Board members upon request. The UMMS Chief Compliance Officer shall periodically update the report to the Governance Committee whenever relevant information is disclosed through ongoing disclosures or as otherwise becomes known. ARTICLE VI: PROCEDURE FOR IDENTIFYING AND ADDRESSING CONFLICTS OF INTEREST 1. Determining Whether a Conflict of Interest Exists. a. Upon learning that an actual, potential or perceived Conflict of Interest of a Covered Person may exist, the Governance Committee shall convene to consider the matter. b. The Covered Person may make a presentation to the Governance Committee, but after the presentation and questioning by the Committee, he/she shall leave the meeting while the determination of a Conflict of Interest is discussed and voted upon. The Committee’s Disinterested Members shall decide if a Conflict of Interest exists. c. If the Governance Committee determines that additional information is needed to determine whether a Conflict of Interest exists, the UMMS Chief Compliance Officer or other designee appointed by the Governance Committee Chair shall investigate and gather the additional information for the Governance Committee to make a determination. PAGE: POLICY NO: 5 OF 7 BOARD-01 EFFECTIVE DATE: REVISION DATE(S): BOARD POLICY 7/1/2019 SUBJECT: University of Maryland Medical System Corporation Conflicts of Interest d. If the Governance Committee determines that a Conflict of Interest exists, the Governance Committee shall notify the Covered Person, the UMMS Chief Executive Officer, and the UMMS Board Chair and further will notify the full Board at its next meeting. 2. Procedure for Addressing a Conflict of Interest with UMMS. a. In the event the Governance Committee determines that an actual or perceived Conflict of Interest exists, the Committee shall decide how to address the Conflict of Interest. b. The Covered Person may make a presentation to the Governance Committee, but after the presentation and questioning by the Committee, the person shall leave the meeting during the discussion of and vote on the transaction or arrangement involving the Conflict of Interest. c. The Governance Committee Chair shall, if appropriate, appoint the Compliance Officer or other disinterested person or committee to investigate the process that was followed with respect to the establishment of the proposed price and terms of the proposed transaction or arrangement and alternatives to the proposed transaction or arrangement. d. After exercising due diligence, the Governance Committee’s Disinterested Members shall determine whether UMMS can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a Conflict of Interest. If the Committee determines that a more advantageous transaction or arrangement can be obtained without producing a Conflict of Interest, UMMS shall not enter into the subject transaction or arrangement. e. If a more advantageous transaction or arrangement cannot be obtained with reasonable efforts under circumstances not producing a Conflict of Interest, the Governance Committee shall determine by a majority vote of Disinterested Members whether the transaction or arrangement is (i) in UMMS’s best interest, (ii) for its own benefit, and (iii) is fair and reasonable. In conformity with that determination, the Committee shall make its decision as to whether UMMS may enter into the transaction or arrangement and report its decision to the Board. f. If the Governance Committee determines that a Conflict of Interest exists but that UMMS may enter into the subject transaction or arrangement, the interested Covered Person shall be recused from all deliberations and decisions concerning said transaction or arrangement, any arrangements with that entity, and compensation or benefits for officers, directors, and trustees. 3. Violations of Conflict of Interest Policy. a. If the Governance Committee determines that a Covered Person has used their position to accrue Excess Benefits or to knowingly assist others in accruing Excess Benefits in any way at the expense of UMMS, the Governance Committee shall recommend to the Executive Committee appropriate corrective action to be taken. b. If the Governance Committee has reasonable cause to believe that a Covered Person has failed to disclose actual or possible conflicts of interest, it shall inform the Covered Person of the basis for such belief and afford the Covered Person an opportunity to explain the alleged failure to disclose. PAGE: POLICY NO: 6 OF 7 BOARD-01 EFFECTIVE DATE: REVISION DATE(S): BOARD POLICY 7/1/2019 SUBJECT: University of Maryland Medical System Corporation Conflicts of Interest c. If, after hearing the Covered Person’s response and after making further investigation as warranted by the circumstances, the Governance Committee determines that the Covered Person has failed to disclose an actual or possible Conflict of Interest, it shall recommend to the Executive Committee appropriate corrective action. The Governance Committee Chair shall also report the undisclosed conflict to the Governor, in order to allow the Governor to determine if the Covered Person willfully filed a false statement and requires removal from the Board. d. The Executive Committee shall determine the corrective action to be taken, if the Governor does not remove the Board member. e. Subject to applicable law, the Board may remove a Board member or place a Board member on a leave of absence by a vote of not less than two-thirds (2/3) of the voting Directors present at any properly convened meeting of the full Board at which a quorum is present. 4. Report of Conflict of Interest Determinations to the Board. The Chair of the Governance Committee shall report all Conflict of Interest determinations under this Policy to the full Board sitting in Executive Session. ARTICLE VII: RECORDS OF PROCEEDINGS In meeting and taking action pursuant to this Policy, 1. The minutes of the Governance Committee shall contain: a. The names of the Covered Person(s) who disclosed or otherwise may have an actual or possible Conflict of Interest, the nature of the interest, any action taken to determine whether a Conflict of Interest existed, and the Committee’s decision as to whether a Conflict of Interest in fact existed. b. The names of the person(s) who were present for discussions and votes relating to the transaction or arrangement, and a record of any votes taken in connection with the proceedings. 2. The minutes of the full Board shall contain: a. The information that the Governance Committee Chair reported all Conflict of Interest determinations in Executive Session. 3. The UMMS Chief Compliance Officer shall submit the required information to the State Health Services Cost Review Commission. Maryland law requires the State Health Services Cost Review Commission to send a summary, excluding home addresses, of all disclosure statements submitted to the Governor, President of the Senate, and the Speaker of the House. ARTICLE VIII: DISINTERESTED PERSONS FOR KEY BOARD POSITIONS In order to maintain good governance practices, the Chair of the Board and the Chairs of the Governance Committee and the Audit and Compliance Committee shall not have any Business Transactions with UMMS, nor shall their Family Members. PAGE: POLICY NO: 7 OF 7 BOARD-01 EFFECTIVE DATE: REVISION DATE(S): BOARD POLICY 7/1/2019 SUBJECT: University of Maryland Medical System Corporation Conflicts of Interest ARTICLE IX: PERIODIC REVIEWS To ensure UMMS operates in a manner consistent with its mission and charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects; 1. Whether compensation arrangements and benefits are reasonable and the result of arm’s length competitive bargaining. 2. Whether partnerships, joint ventures, and arrangements with management organizations conform to UMMS’s written policies, are properly recorded, reflect reasonable investment or payment for goods and services, further UMMS’s mission, and do not result in inurement, impermissible private benefit, or in an Excess Benefit Transaction. ARTICLE X: SOURCING AND AWARDING CONTRACTS 1. UMMS may not use sole source procurement to award a contract to a Board member or her/his Family Member or a business entity that employs or has an affiliation with a member or her/his Family Member. 2. UMMS may not provide a preference for the award of a contract to a Board member or her/his Family Member or a business entity that employs or has an affiliation with a member or her/his Family Member. 3. The award of a contract or the making of a payment not subject to a contract to a Board member or her/his Family Member or a business associated with a member or her/his Family Member shall be subject to the approval by the full Board of Directors. 4. The UMMS Chief Compliance Officer, after notification to the Governance Committee Chair, the Board Chair, and the CEO, shall report any sole source contract to the Governor, in order to allow the governor to determine if the Director requires removal from the Board of Directors. ARTICLE XI: USE OF OUTSIDE EXPERTS When conducting periodic reviews as identified in this Policy, the Board may, but need not, use outside experts. If outside experts are used, their use shall not relieve the Board of its responsibility to ensure periodic reviews are conducted. ARTICLE XII: APPROVED: This policy supersedes any and all prior Conflict of Interest policies. Approved by the University of Maryland Medical System Corporation Board of Directors: May 23, 2019 Exhibit 13 INTRO LETTER The lives of our patients depend upon our doing what we say we will do with speed, accuracy, quality and integrity. This is why we take compliance and ethics so seriously. The University of Maryland Medical System has set high standards for business integrity to fulfill our obligations to our patients and their loved ones, to the communities we serve, and to each other. The Standards of Business Conduct describe a set of shared principles upon which we can continue to build a reputation for excellence. These Standards apply to all aspects of our clinical and business operations and should serve as a guide when providing services on behalf of our organization. In today’s highly regulated health care environment, each of us must take the responsibility to foster a culture that encourages a strong understanding and commitment to regulatory compliance. To rise to this challenge, we must remain true to our principles even under internal or external pressure to do otherwise. There can be no shortcuts or special exceptions. We must honor and protect the confidence that has been earned over the course of more than a century by generations of persons who dedicated their careers to the Medical System. To preserve our reputation and sustain our Medical System, we must hold ourselves accountable to the high standards of our vision. Whether you work in clinical operations, billing, finance, marketing or any other aspect of our business, you must make a positive contribution to our shared success. At the core of this effort is an obligation for all of us to accept and follow the principles outlined in the Standards of Business Conduct. You’ll find good information in these Standards to guide your decisions, but, no single document can ever address every situation. So, we encourage you to ask questions. You have in this document the names and contact numbers of many other resources who can help provide you with assistance to your specific questions or concerns. We appreciate the work that you do every day to build on the excellence of the generations before you. Please join us in embracing these Standards of Business Conduct as the foundation of a corporate culture based on integrity. Signed by System CEO, Affiliate CEO, and CCO Compliance Standards of Business Conduct Page 2 of 19 Contents INTRO LETTER .......................................................................................................................................... 1 PURPOSE OF THE STANDARDS OF BUSINESS CONDUCT ............................................................... 4 WHO IS COVERED................................................................................................................................. 4 COMPLIANCE – A SHARED COMMITMENT ........................................................................................ 5 PERSONAL RESPONSIBILITIES ................................................................................................................... 5  Comply with all laws and ethical standards. ................................................................................. 5  Apply the Standards of Business Conduct. ................................................................................... 5  Know the requirements. ................................................................................................................ 6  Be part of a team. .......................................................................................................................... 6  Report potential violations of law or policy.................................................................................. 6  Report safety concerns. ................................................................................................................. 6  Report significant changes. ........................................................................................................... 6  Protect confidential information. .................................................................................................. 7  Fairness, Respect and Dignity. ...................................................................................................... 7 SPECIAL RESPONSIBILITIES OF SUPERVISORS AND MANAGERS ............................................................... 7 CONSEQUENCES OF NON-COMPLIANCE .................................................................................................... 8 GETTING ANSWERS OR REPORTING YOUR CONCERNS ................................................................. 8 YOUR SUPERVISOR .................................................................................................................................... 8 THE HUMAN RESOURCES DEPARTMENT................................................................................................... 8 AFFILIATE COMPLIANCE OFFICER ............................................................................................................ 8 CORPORATE COMPLIANCE AND BUSINESS ETHICS GROUP ...................................................................... 9 COMPLIANCE HOTLINE ............................................................................................................................. 9 THE STANDARDS .................................................................................................................................... 10 LEGAL OBLIGATIONS .............................................................................................................................. 10 QUALITY OF CARE AND TREATMENT OF PATIENTS ................................................................................ 10 SALES AND MARKETING ......................................................................................................................... 12 BILLING AND CODING ............................................................................................................................. 12 WORKING ENVIRONMENT ....................................................................................................................... 13 REPORTS AND RECORDS ......................................................................................................................... 14 Record keeping and management ....................................................................................................... 14 Financial reports.................................................................................................................................. 14 MANAGEMENT OF MEDICAL SYSTEM RESOURCES ................................................................................. 15 Confidential or proprietary information .............................................................................................. 15 Uses of information systems ............................................................................................................... 15 CONFLICTS OF INTEREST (DISCLOSURES OF FINANCIAL RELATIONSHIPS) ............................................. 15 Compliance Standards of Business Conduct Page 3 of 19 DEALING WITH THE MEDIA ..................................................................................................................... 16 GOVERNMENT FILINGS AND REPORTS .................................................................................................... 16 LOBBYING AND POLITICAL ACTIVITIES .................................................................................................. 17 AUDITORS AND REGULATORS ................................................................................................................. 17 APPENDIX A: IMPORTANT CONTACT INFORMATION AND RESOURCES ................................. 18 Standards of Business Conduct Receipt Form ............................................................................................ 19 Compliance Standards of Business Conduct Page 4 of 19 Standards of Business Conduct PURPOSE OF THE STANDARDS OF BUSINESS CONDUCT We are committed to doing business in compliance with all applicable federal, state and local laws and regulations and to acting, at all times, with the highest standards of business integrity. The Standards of Business Conduct are designed to help us accomplish these objectives by establishing a general framework for acting with integrity and accountability in accordance with a shared set of principles. The Standards cannot, however, address every issue that we may be faced with. There are many other policies and systems to help us with specific issues. You should read these policies and ask questions. As the laws around us change, these policies and procedures will also evolve. The Standards of Business Conduct are not an employment contract. The Medical System reserves the right to modify, revise or alter any policy, procedure or condition of employment at its sole discretion. Unless otherwise prescribed by contract or state law, employment with the Medical System is at will and may be terminated by either the employee or the Medical System at any time, for any reason or for no reason. WHO IS COVERED The University of Maryland Medical System includes the following Affiliates: University of Maryland Medical System Corporation has these institutional Affiliates: University of Maryland Medical Center – University Campus University of Maryland Medical Center – Midtown Campus University of Maryland Rehabilitation and Orthopaedic Institute University of Maryland Baltimore Washington Medical Center University of Maryland Shore Regional Health University of Maryland St. Joseph Medical Center University of Maryland Charles Regional Medical Center University of Maryland Upper Chesapeake Health University of Maryland Community Medical Group Mt. Washington Pediatric Hospital There are additional Affiliates that are also part of the University of Maryland family. If you have any question as to whether these standards apply to you, please discuss with your supervisor or call 410-328-3889. Compliance Standards of Business Conduct Page 5 of 19 The standards apply to all employees of the University of Maryland Medical System Corporation and its Affiliates (collectively "Medical System”), as well as medical staff members, vendors and other professionals who provide services to or on behalf of the Medical System. COMPLIANCE – A SHARED COMMITMENT We have a shared commitment to compliance within the Medical System. The Boards of Directors and the executive leadership team are ultimately responsible for establishing and enforcing standards of business conduct, policies, procedures and systems that assist us in understanding and meeting these standards. Each of us are responsible for acting with integrity at all times and for upholding these standards and policies. PERSONAL RESPONSIBILITIES To our patients and their loved ones, your actions represent the University of Maryland Medical System. Our success depends upon each of us accepting personal responsibility for doing the right thing. We accept the personal responsibility to ask questions and to stop or prevent actions that could cause harm. You should know the basic laws and regulations that apply to your job. If you have questions, ask a supervisor or use other resources. You should also know and follow policies and procedures that pertain to your role. Each employee is expected to:  Comply with all laws and ethical standards. You will never be expected to violate the law or any ethical standard of your profession. If you ever feel pressure to do something with which you are uncomfortable or have any questions, seek guidance from the resource personnel listed in Appendix A.  Apply the Standards of Business Conduct. You are expected to read and understand these standards. Use good judgment and apply the standards every day in the course of your job. Questions about the standards or how they apply to you can be directed to your supervisor or resources described in “Getting Answers”. Compliance Standards of Business Conduct Page 6 of 19  Know the requirements. These standards do not require you to be a legal expert. You are expected, however, to be familiar with the requirements that apply to your specific job and responsibilities. Pay close attention to all training information and policies. It is your responsibility to ask questions if you would like more clarification or information.  Be part of a team. You are expected to show respect and courtesy to the persons you interact with. If you suspect that standards are not being met or rules are being violated, you are expected to let somebody know (for example your supervisor, director, or the compliance hotline). If there are opportunities for improvement in policies and systems, offer suggestions so that others may benefit. You are expected to cooperate with process improvements, patient safety initiatives, audits, and internal investigations.  Report potential violations of law or policy. If you believe there is a potential violation of law or policy, you are required to bring the matter to the attention of your supervisor or other resource under the “Getting Answers” section. Do not assume that others are aware of the issue.  Report safety concerns. If you believe that there is an unusual or unnecessary potential for harm, you are required to correct the action or to bring the matter to the attention of your supervisor or other resource under the “Getting Answers” section. Do not assume that others are aware of the issue.  Report significant changes. You must inform your supervisor and human resources department if you are convicted of a felony. You must inform your supervisor and human resources department if you have sanctions threatened or imposed against your professional license or are informed by any governmental entity that you are no longer eligible to participate in federal or state reimbursement programs or contracts. Compliance Standards of Business Conduct Page 7 of 19  Protect confidential information. If you have access to confidential information (including patient information, financial information, marketing, and/or business information), you have a responsibility to not disclose this information.  Fairness, Respect and Dignity. As you represent the University of Maryland Medical System with your interactions, you are expected to treat all persons that you interact with fairness, respect, and dignity. SPECIAL RESPONSIBILITIES OF SUPERVISORS AND MANAGERS Supervisors and managers are in positions of trust and authority and have special responsibilities to sustain an ethical work environment and to lead by example. As a supervisor or manager, you should ensure that all employees and contractors understand and apply the principles outlined in the Standards of Business Conduct and other policies. Communicate relevant policies to your employees and assist them in understanding the policies. Never ask or expect an employee to violate the rules at any time. Further, maintain open and honest two-way communications with your employees. Encourage questions, suggestions, and reports of wrongdoing. Be clear in your verbal and written communications to avoid any inference of tolerating rule violations.  Be proactive. Ensure that employees and contractors are properly trained and understand their obligations under the standards. Ensure that policies and procedures are in place to promote compliance with regulatory standards.  Be receptive. Maintain an open-door policy for concerned employees. Make it clear that you are open to questions or concerns about compliance-related issues.  Be responsive. Follow up on allegations of wrongdoing with quick and appropriate action. Contact one of the resources in Appendix A.  Do not allow retaliation. Ensure that no one who reports a suspected violation of law or policy is subject to any retaliation. Leadership requires that you set a personal example of integrity in all aspects of your job. Consider your employees’ compliance efforts and results when you are doing your evaluations. Make employees available for and emphasize the value of training. It is up to you to set the right Compliance Standards of Business Conduct Page 8 of 19 tone for the people who report to you. It is also important to recognize that the persons who report to you may be placed in a difficult position if you ask them to do things that are not related to their employment. For those reasons, supervisors should not ask employees to help with personal matters and should not request their employees donate to particular political candidates. CONSEQUENCES OF NON-COMPLIANCE Failure to comply with the law and federal and state health care regulations could lead to serious consequences for you, your fellow employees, medical staff members, contractors, and the organization. These may include prison, termination of employment, personal or corporate fines, exclusion from Medicare and other health care programs, loss of credibility and respect by physicians and patients. GETTING ANSWERS OR REPORTING YOUR CONCERNS Open discussions of regulatory and policy issues without fear of retaliation are vital to the effectiveness of the Compliance Program. Ask questions about policies or practices that you do not understand and report suspected violations of law or policy to a supervisor or other appropriate person. Any of the following resources (see also Appendix A) may be used for this purpose. YOUR SUPERVISOR Many questions and problems can best be addressed at the department level. Your supervisor knows you and the issues in your workplace better than anyone else in the Medical System. If they do not have an answer, they have access to other resources. THE HUMAN RESOURCES DEPARTMENT If your question or concern involves a human resources or general workplace issue, contact your human resources department. AFFILIATE COMPLIANCE OFFICER Each of the Medical System Affiliates has an Affiliate Compliance Officer. Their contact information is included in Appendix A. Compliance Standards of Business Conduct Page 9 of 19 CORPORATE COMPLIANCE AND BUSINESS ETHICS GROUP Questions or concerns relating to health care or other regulatory issues may be brought to the attention of the Corporate Compliance and Business Ethics Group by phone 410-328-3889 or by email (compliance@umm.edu). COMPLIANCE HOTLINE If you have not been able to resolve an issue through other channels or if you feel uncomfortable discussing the concern with your supervisor or other managers, you may call the toll-free Compliance Hotline at 877-300-3889 or go online to www.reportit.net to report a concern. You can report the concern confidentially and, if you choose, anonymously. We will also not tolerate retaliation against reports of concerns. The Compliance Hotline operates 24 hours a day, 7 days a week. Your call will not be traced or recorded and your anonymity will be protected up to the limits of the law if you wish to remain anonymous. All reports received by the hotline will be investigated. If substantiated, corrective actions will be taken, including disciplinary action against employee(s) and/or other involved parties, changes to policies and systems, additional training, and/or disclosure of issues to appropriate governmental or other entities. The Hotline is intended to supplement, not replace, other channels for communicating questions and concerns within the Medical System. When you call the hotline, you will be given a report number which will allow you to follow-up on your report. This will also allow Corporate Compliance to seek your help in answering questions while protecting your anonymity. Calling back or responding to the questions is entirely voluntary, but may assist in conducting a more thorough investigation. Compliance Standards of Business Conduct Page 10 of 19 THE STANDARDS LEGAL OBLIGATIONS STANDARD: As representatives of the Medical System, we will comply with federal, state and local laws and regulations that apply to our business. You should know the basic laws and regulations that apply to your job. If you have questions, ask a supervisor or other resources. You should also know and follow policies and procedures. If you have concerns about the legality of any matter, you are responsible for consulting with one of the resources identified in the “Getting Answers”section in these Standards before any potentially illegal acts have taken place. The Medical System will not employ or contract with any person or entity that is ineligible to participate in federal health care programs. Suspected violations of law or regulation must be promptly reported to a supervisor or other appropriate person (Appendix A). Competitive pressure or “industry practice” is never a valid reason for violating company policy or regulatory standards. QUALITY OF CARE AND TREATMENT OF PATIENTS STANDARD: As representatives of the Medical System, we will furnish high-quality medical care to patients safely and in accordance with professional standards. We will respect each patient’s dignity and right to privacy of medical information. Quality Services - Furnishing high-quality medical care to patients is the primary goal of the Medical System. Services should be furnished in accordance with medical orders issued by a physician or another authorized health care professional based on the needs of each patient. Some examples of how services must be furnished:  Medical services should be furnished skillfully, safely and in accordance with clinical policies and procedures, government regulations, and professional standards.  Services should be medically appropriate for the patient.  Only persons with appropriate training and professional credentials and licenses may furnish or supervise the delivery of medical care. Compliance Standards of Business Conduct  Page 11 of 19 No health care professional should ever furnish a service, or take any action, that would violate a professional code of ethics or practice act. Treatment of Patients - All patients will be treated with respect and dignity. Patients will not be denied access to medical services at any Medical System hospital based on race, ethnicity, sex, sexual orientation, gender identity, religion, national origin, color, creed, age, mental disability, physical disability or other protected classification. The well-being of patients should be the focus of all employees, whether their roles involve direct patient care or other supportive functions. Some examples of ways you should demonstrate this focus include:  Respond promptly and courteously to patients’ questions and concerns.  Provide adequate and accurate information to patients and their families in order to allow them to participate in treatment planning whenever appropriate and to make informed treatment decisions.  Medical ethical issues may arise related to treatment provided to our patients. When confronted with such ethical concerns, you should voice your concerns through the proper mechanism. Each Medical System hospital has a mechanism for addressing medical ethical concerns. Safe Patient Care - Safe care is essential to the well-being and recovery of patients. The Medical System will promote a corporate-wide safety culture.  Buildings and space will be maintained in order to protect patients, visitors, and staff.  Equipment used to furnish medical services should be safe, effective and in good working order at all times. Maintenance will be performed and documented in accordance with the manufacturer’s instructions and contract requirements. Clinical records - All clinical records should be accurate and complete. Protection of patient health information - All patients’ medical and financial information must be treated as confidential. Only those who require specific patient information to furnish care, perform quality control activities, bill or collect charges for services, or furnish other administrative services (known as Treatment, Payment, and Operations) are permitted access to that patient’s health information unless authorized by the patient. Any improper use or disclosure Compliance Standards of Business Conduct Page 12 of 19 of patient health information, whether oral, written, or electronic should be reported to a manager. Dispensing Drugs and Controlled Substances - The loss, diversion, or misuse of any controlled substance must be reported immediately to a supervisor. Clinical Research - All research activities conducted at Medical System hospitals must be reviewed and approved in advance to ensure that research protocols have been reviewed, patients have been informed and have given consent to participate, and that systems are in place to prevent inappropriate billing or disclosure of confidential information. SALES AND MARKETING STANDARD: As representatives of the Medical System, we will market our services fairly and accurately. We must not offer or accept any kickback or other unlawful benefit for the purpose of We will respect copyright and trademark rules when using materials published by others. BILLING AND CODING STANDARD: All claims for services must be fair, accurate, and conform to applicable regulatory and contractual requirements. Collecting the correct payment for the services provided is a fundamental part of the Medical System’s business. Accordingly, care should be taken to properly code, bill, and collect only for services actually rendered and that are documented properly. Principles Bills must be coded to accurately reflect the services rendered, as well as relevant diagnoses.  Billing, coding and collection practices must conform to applicable regulatory requirements and commercial contract obligations.  Coders must be trained and qualified to perform such functions.  Overpayments must be promptly identified and returned to payors.  Effective management controls will minimize the scope and frequency of billing errors. Compliance Standards of Business Conduct Page 13 of 19 If you discover an error or a suspected error in a claim or in any billing system, promptly alert your supervisor or another person (see Appendix A). WORKING ENVIRONMENT STANDARD: As representatives of the Medical System, we take personal responsibility to maintain a work environment where all of those we interact with are treated fairly and with dignity and respect, can perform their jobs safely and effectively, and are encouraged to realize their full potential. Additional information on the duties of each employee to promote these policies and programs is provided in each Affiliate’s employee handbook. Fair dealing – We must deal fairly with the Medical System’s customers, suppliers, and employees. We must also deal fairly and honestly with the Medical System in recording hours worked, using Medical System property, seeking reimbursement for business-related expenses and all similar matters. Diversity, discrimination and harassment - We value a diverse workforce and recognize its contribution to creativity and business growth. We will not tolerate unlawful discrimination or harassment. Harassment includes slurs, offensive remarks, jokes, and other visual, verbal, or physical conduct that could create a hostile or offensive work environment. All employees and applicants for employment must be afforded equal employment opportunities without regard to race, ethnicity, sex, sexual orientation, gender identity, religion, national origin, color, creed, age, mental disability, physical disability or any other protected classification. Disruptive behavior - Behavior that promotes excellent clinical care and superior patient satisfaction is expected. Verbal or physical behavior that could reasonably be expected to disrupt patient care is not tolerated. Workplace violence – We will never engage in acts of physical violence or threats of violence. This includes abusive or aggressive behavior intended to threaten or intimidate another person. Impairment related to the use of alcohol or drugs – We are committed to work free from the influence of alcohol or illegal drugs in the workplace. Further, impairment related to alcohol or any drug use (whether legal or illegal) while conducting Medical System business jeopardizes the health and safety of patients and other employees and contractors. Employees and contractors Compliance Standards of Business Conduct Page 14 of 19 who suspect that a co-worker is intoxicated or under the influence of illegal drugs should notify a supervisor. Professional practice acts – We will conform to applicable professional practice acts and professional codes of ethics at all times. Health and safety – We will be familiar with the potential hazards in their workplace and comply with government regulations and policies relating to workplace safety. These policies and requirements include safety management plans, standard precautions for potentially infectious materials, storage and use of hazardous materials. Handling and disposal of infectious materials - We will properly dispose of blood and other bodily fluids, used needles and syringes, potentially toxic chemicals, and other materials. REPORTS AND RECORDS STANDARD: As representatives of the Medical System, we will keep accurate and timely reports and records which are the foundation of any business. Examples of these reports and records include: accounting entries, financial reports, employee expense reports, medical records, billing and invoices, employment records, unusual occurrence reports, and committee and board minutes. Record keeping and management You are expected to be familiar with and comply with record retention policies that apply to documents (both paper and electronic) in your custody or control. Special care should be taken to preserve documents that are known to be subject to a government investigation, commercial litigation or audit. Financial reports All financial reports, accounting records, and other documents must accurately and clearly represent the transaction. Financial reports must be prepared in accordance with generally accepted accounting principles and legal requirements. Compliance Standards of Business Conduct Page 15 of 19 MANAGEMENT OF MEDICAL SYSTEM RESOURCES STANDARD: As representatives of the Medical System, we will manage our resources honestly and wisely. Medical System resources must be dedicated for business purposes. Resources of the Medical System include, among others: staff time, supplies, computers, and money. Confidential or proprietary information In addition to physical and financial assets, the Medical System assets also include certain intangible or “intellectual” property. This includes processes, inventions, pricing information, provider agreements, financial information, development plans and other information that has not been made public. No confidential or proprietary information should be disclosed to individuals within or outside the Medical System who do not need the information to perform their duties, unless expressly authorized by a supervisor or manager. Uses of information systems The Medical System’s information systems, including all hardware and software used to support such systems, should be used for business purposes. No software should be installed on Medical System computers or used for Medical System purposes without approval by Information Services and Technology. CONFLICTS OF INTEREST (DISCLOSURES OF FINANCIAL RELATIONSHIPS) STANDARD: As representatives of the Medical System, we will manage situations in which our personal or financial interests may cause our loyalties to be divided or others to doubt our fairness or integrity. A potential conflict of interest occurs if a business or personal relationship with another person or entity makes it more difficult for the person to be objective in performing their duties for the Medical System. Examples of situations that may create the appearance of a conflict of interest include:  A person who is in charge of buying copy paper for their workplace starts buying all of the copy paper from her sister’s newly formed copy paper company.  An employee uses a consultant company where his best friend also works. Compliance Standards of Business Conduct  Page 16 of 19 A vice president takes a trip paid for by a new software company to an exotic location that is not necessary to evaluate the software functionality. The vice president then signs a contract with that company.  A physician is part owner of a company that performs a specialized laboratory test. The physician starts sending all of his tests to the company he owns. In general, employees are permitted to hold other jobs so long as doing so does not put the employee in a position to compromise confidential or proprietary information or prevent the employee from meeting the performance standards of their position at the Medical System. Do not take personal advantage of business or investment opportunities that are discovered through your association with the University of Maryland Medical System. If you have a question about whether a specific situation may be a conflict of interest, review the Disclosure of Financial Relationships policy and submit the associated form to your Affiliate Compliance Contact (contact information is Appendix A). DEALING WITH THE MEDIA STANDARD: In general, only Medical System’s executive officers and specifically designated members of the corporate communications should speak to the media on behalf of the Medical System. Local media contacts by hospital personnel about hospital business should be coordinated with the Communications department. GOVERNMENT FILINGS AND REPORTS STANDARD: The University of Maryland Medical System will endeavor to make all required filings and reports to federal, state, and local government authorities accurately and in a timely manner. This includes, but is not limited to, Medicare cost reports and other required program filings, tax filings, and certificate of need filings and reports. The Medical System will cooperate with authorized requests for information from government auditors and other officials. Employees and contractors responsible for providing information to be included in a report or filing to be signed by a more senior manager are responsible for ensuring the accuracy of the information, providing the information in a timely manner, and disclosing any problems or concerns to the manager before the final report or filing is submitted. Compliance Standards of Business Conduct Page 17 of 19 Documentation and work papers used to prepare or support information contained in a government report or filing should be retained in accordance with record retention policies. LOBBYING AND POLITICAL ACTIVITIES STANDARD: We each have the right to individually support political candidates and issues of our choosing. However, this involvement, unless prior approval is granted by the Senior Vice President of External Affairs or part of your job description, must be done on your own time and at your own expense. Do not use company assets or resources for political purposes unless prior approval is granted. You must make it clear that the views you express are your own and not those of the Medical System. All lobbying and other government advocacy carried out by or on behalf of the Medical System must conform to applicable federal and state regulations. Political activities - Medical System funds and assets, including the use of buildings, may not be used to support a political candidate or party. Gifts to public officials - Strict laws and rules govern the giving of gifts, including meals, to public officials and their staff members. Employees or agents should never give or promise anything of value to any government official in exchange for a specific action or decision. AUDITORS AND REGULATORS STANDARD: We will cooperate with auditors and regulators as they conduct audits and inspections. These external reviews assist the Medical System in maintaining our reputation and services. Verify (i.e. ask for and examine the badge/photo identification that associates this individual with the claimed agency) the name of the agent, the agency, the subject of the inquiry and any other relevant information. We must not destroy or alter documents or records in anticipation of a government subpoena or other government request for documents or make any intentionally false or misleading statement to a government official or advise another employee to do so. Compliance Standards of Business Conduct Page 18 of 19 APPENDIX A: IMPORTANT CONTACT INFORMATION AND RESOURCES Corporate Compliance Contacts Contact Person Title E-mail Christine Bachrach VP, Chief Compliance Officer Phone REDACTED REDACTED Affiliate Compliance Contact Affiliate Compliance Contact UMMC – University Campus Christine Bachrach REDACTED Phone REDACTED UMMC – Midtown Campus Don Ray REDACTED REDACTED UM St. Joseph Medical Center Heather Hill REDACTED REDACTED UM Rehabilitation and Orthopaedic Institute Laura Muchow REDACTED REDACTED UM Baltimore Washington Medical Center Sue Ward REDACTED REDACTED UM Shore Regional Health Linda Pittman REDACTED REDACTED UM Charles Regional Medical Center Denise Ferguson REDACTED REDACTED Mt. Washington Pediatric Hospital Marlene Moon REDACTED REDACTED REDACTED REDACTED UM Community Medical Group Reba White Upper Chesapeake Health Debbie Bittle E-mail REDACTED REDACTED Corporate Shared Service Contacts Department Contact Persons E-mail Phone Office of General Counsel (aka legal) Mia Zorzi REDACTED Risk Management Sue Kinter REDACTED Government Affairs Donna Jacobs REDACTED Compliance Standards of Business Conduct Page 19 of 19 Standards of Business Conduct Receipt Form I have read and understand the Standards of Business Conduct for University of Maryland Medical System (Medical System). I understand that adherence to these Standards is an essential element of my employment. I agree to discuss any questions or concerns related to the Standards with my supervisor or a member of management. I acknowledge and agree that I am responsible for familiarizing myself with and complying with the Medical System policies and procedures. I understand that applicable laws may change from time to time and new laws may be enacted. I acknowledge and agree that I am responsible for familiarizing myself with and complying with any new or revised policies or procedures. I further acknowledge and agree that the Medical System reserves the right in their respective sole discretion to amend policies, procedures, programs and/or guidelines at anytime. I acknowledge and agree that the Standards are not an employment contract. I certify and attest that I currently am not and have not been sanctioned by or excluded from participation in federal health care programs. I will notify Human Resources immediately if I am or may be sanctioned by or excluded from participation in federal health care programs, including but not limited to any action or activity which could become the basis for an adverse action by a federal health care program. I certify and attest that I am not aware of any ongoing activity within the Medical System that may violate the Standards or applicable law. I agree to notify my supervisor or a member of management immediately if I am or become aware of any activity that may violate the Standards or applicable law. Date Employee Signature Print name Approved by the ECC Exhibit 14 PAGE: 1 OF 2 EFFECTIVE DATE: 03/17/2014 POLICY #: S-106 REVISION DATE: HUMAN RESOURCES POLICY POLICY: EMPLOYMENT OF RELATIVES AND MINORS PURPOSE: The purpose of this policy is to provide procedures for the employment of relatives and minors, and to further define the circumstances under which relatives may work in the same department. The policy is intended to ensure effective supervision and positive morale in the workplace. It seeks to avoid the perception of favoritism and the appearance of conflicts of interest. This policy will be considered when hiring, promoting and transferring employees. POLICY: The organization permits the employment of relatives and minors as permitted by law and provided that such employment: (1) does not create a supervisory relationship between Relatives; and, (2) does not, in the opinion of the organization, create a conflict of interest. The organization reserves the right to take action when relationships or associations of its employees create such conflict or negatively impact the work environment. PROCEDURE: I. II. Employment of Minors A. The organization adheres to the standards for the employment of minors as established by federal and State law. These laws and their accompanying regulations set forth limitations for employees under 18 years of age regarding work hours, nature of work performed and hazardous or special occupations. B. Minors may be hired on a limited basis in departments that can meet the physical environment and hours requirement in accordance with legal standards. Definition of Relative A. III. Relative is defined as spouse, child, parent, sibling, grandparent, grandchild, aunt/uncle, niece/nephew, cousin, in-law, step and half relationships, spouses of relatives, domestic partner and significant other. Employment of Relatives A. The organization will consider applications for employment from relatives of current employees the same as all other applicants. 1. 2. 3. B. The applicant must apply for an open position via the organization’s application process. If qualified, the applicant will be considered through the standard interview process. Preferential treatment will not be given to an applicant who is a relative of an employee. Applicants will not be hired, or employees transferred or promoted into a department where an employed relative is a manager, director or supervisor and has the authority to influence Human Resource matters or affect the work of the employed relative. HUMAN RESOURCS POLICY #S-106 EMPLOYMENT OF RELATIVES AND MINORS 1. C. Employees may not work in a position where they are able to hire, promote, terminate, evaluate, discipline, schedule, authorize overtime, assign, influence pay rates or otherwise affect the work of the employed relative. Employed relatives may work in the same department/unit with the approval of the department Vice President and Human Resources, provided a conflict of interest does not exist. 1. IV. Page 2 of 2 Should two relatives demonstrate behaviors between each other that result in corrective action, each individual will be treated as an employee in his or her own right and the corrective action policy will be applied separately. Administration of Policy A. Administration of this policy is the responsibility of the Human Resources Department. 1. 2. Human Resources will work collaboratively with the affected department and will assist in providing solutions for problems created by the enforcement of this policy. Employees must notify Human Resources as soon as possible of any change in their relationship to another employee such as marriage or divorce.