Conflicts of Interest
“When we work together, the whole is greater than the sum of the parts.”
– Dave Braza, EVP, Healthcare Informatics & Chief Actuary
We value loyalty and are responsible for preventing outside activities, personal interests, and relationships from impacting the decisions we make when performing our duties as employees. All employees and others engaged to perform services on our behalf are expected to be loyal and to avoid conflicts of interest. This means business decisions must be based on the best interests of Premera and should not be motivated by personal desires or relationships.
Conflicts of interest can happen if an employee’s activities or interests influence or appear to influence their job performance. Many situations can cause a conflict of interest. Conflicts can be difficult to detect and are often judgment calls between what is acceptable and unacceptable. The existence of a potential conflict may not mean the outside activity or relationship must end. In many cases, steps can be taken to prevent the conflict from impacting your work.
Each employee must avoid actual conflicts as well as the appearance of a conflict. Review this Code and related policies to identify possible conflicts. We rely on each employee to disclose any relationships that could be misinterpreted as a conflict. This includes, but is not limited to, relationships with the following entities:
- Customers
- Providers
- Third parties
- Non-employees, which includes contingent workers and outsourced service workers
- Business partners (such as producers, also known as brokers or agents)
- Competitors
- Other employees
If you have questions about an activity, situation, or relationship that might cause a conflict of interest, discuss it with your manager. If you believe that a potential conflict exists, it must be reported to Regulatory Compliance & Ethics. Do not wait until the annual Conflict of Interest process to report. Early reporting allows for timely resolution. We will work with you to develop a plan to address the conflict.
Conflicts of interest can also exist in relationships between employees. Employees are not allowed to supervise or work for a family member or someone with whom they have a close personal relationship. This includes evaluating the work of another familymember or having influence over Human Resources decisions. This could create the perception of favoritism or special treatment. Should a close personal relationship develop after the reporting relationship is formed, reach out to your HR BusinessPartner so that appropriate leadership or staffing decisions can be made.
Employees whose family member(s) work at Premera are required to report family relationships to management and Employee Experience when they change jobs, change job responsibilities, transfer internally, have a change in leadership, or have any changeto their employment situation in which their family relationship may create any actual or perceived conflict of interest.
We must also avoid other employment or activities that affect our jobs at Premera. This includes anything that could negatively affect the following:
- Work hours, job responsibilities, or quality of work
- Obligations to Premera
Medical professionals employed at Premera are expected to clearly understand their roles and responsibilities while working on behalf of Premera, especially if their work here excludes actions that would normally be taken in a clinical practice. Unless otherwise stated in the scope of work performed for Premera, medical professionals at Premera are not to treat, prescribe treatment, or render prescriptions to other employees, non-employees, or customers while working on behalfof Premera.
Q & A
I have a side business that sometimes requires I make personal phone calls during Premera work hours. Is that okay as long as my work is getting done?
No, you should not be using Premera property or your work time at Premera for a side business.
Employees must not own or have a significant financial interest in a company that does business with or competes with Premera. We also should not use our position to influence any decisions we have a vested interest in and should disqualify ourselves from any decisions where we may be directly or indirectly impacted personally. We must avoid activities or actions that might influence or appear to influence our jobs at Premera. The chart below contains examples of potential conflicts and what shouldand shouldn’t be disclosed.
| Situation | Need to disclose? |
|---|---|
| Applying for a position in Claims and your sister-in-law is one of the team leads | Disclose |
| Have a second job at Macy's | Disclose |
| Neighbor works at Regence | Don’t Disclose (but don’t share confidential and proprietary information) |
| Significant other is a board member for PalAmerican (third party physical security) | Disclose |
| Cousin works at Kaiser Permanente but I never talk to him | Disclose |
| Best friend works at Providence | Don’t Disclose (but don’t share confidential and proprietary information) |
You must not profit from opportunities that are discovered through your job at Premera. This includes the use of Premera property or confidential information for personal gain or for competing with Premera.
All intellectual property used, created, or developed within the scope of an employees’ employment, whether alone, or with other Premera employees, continues to belong to Premera. This includes, among other things, work-related ideas, concepts, algorithms, innovations, inventions, discoveries, copyright protected works, source code, trade secrets, know-how, and confidential information.
However, employees will retain ownership of intellectual property, including inventions developed entirely on their own time and without use of Premera’s equipment, supplies, facilities, or trade secret information, unless the invention relates directly to the business of the employer, or to the employer’s actual or demonstrably anticipated research or development, or the invention results from any work performed by the employee for Premera. See Appendix C for links to applicable Washington laws regarding the assignment of employees’ rights to invention.
Q & A
I am a database developer and while working on a Premera project, I came up with an idea for a new health database that I’d like to sell. Since this is my design, can I do that?
No, you cannot sell something you created while employed at Premera if it is related to the work you do here.
Employees and their family members may not receive personal kickbacks or rebates as a result of purchasing or selling goods and services for Premera. Kickbacks and rebates can take many forms and are not limited to direct cash payments or credits. Generally, if an employee or family member might gain personally through the transaction, it is prohibited. Such practices are unethical and may be illegal. Contact a manager or Regulatory Compliance & Ethics with questions about a transaction.
Q & A
My brother-in-law owns a restaurant and I often buy gift certificates from him to give to Premera employees and clients. In exchange, he sometimes buys me dinner. Is this okay?
No, a kickback is anything received from a third party for sending business their way. This could include gift cards, dinner, or other types of perks. You should not accept gifts from your brother-in-law, and you should also disclose this relationship on your Conflict of Interest survey.
We do not directly or indirectly solicit, accept, offer, promise, authorize, or give bribes or other improper payment to or from anyone. This includes facilitation payments. No payment or benefits, other than those approved by Premera, may be made to customers or prospective customers as an incentive to buy our products. Using Premera funds or assets for any unlawful or unethical purpose is prohibited. Remember, Do the Right Thing.
All agreements with producers, sales representatives, third parties, and nonemployees must be in writing and approved by Legal or Enterprise Vendor Management and Contracting. The agreement must clearly and accurately define the services to be performed and the commission or fee involved. Any payments must be reasonable in amount and fairly priced for the value of the services rendered. Refer to our Third Party Code for more information.
Even the mere appearance of impropriety in giving or receiving gifts, entertainment, or things of value can jeopardize the company’s interests, and is inconsistent with Premera’s commitment to the highest level of integrity. Gifts should not be solicited from our customers, third parties, or business partners. Employees may not—under any circumstance—accept gifts of cash from these parties.
Employees and family members may accept unsolicited, non-cash gifts from a third party or business partner, or potential third party or business partner if the gift is small in value. A useful guideline is that gifts under $75 are normally considered nominal. Regulatory Compliance & Ethics should approve acceptance of all gifts that are not promotional in nature, such as tickets to sporting and entertainment events, gift cards, meal certificates, and bottles of alcohol.
Gifts or entertainment must be provided in an honest and transparent manner. They must be designed to avoid any actual or perceived influence and must be appropriate to the occasion and to the position of the third party and the recipient. Below are some examples of when it is and isn’t appropriate to accept gifts from third parties and business partners, or potential third parties and business partners:
| Usually okay to accept | Usually not okay to accept |
|---|---|
| $200 gift card won during a random drawing at a business conference | Cash for dinner |
| $75 ticket to a sporting event | $100 ticket to a sporting event |
| $10 Starbucks gift card from a third party | $10 Starbucks gift card from a government employee |
| Birthday gift from your mother who is a contracted provider | $100 bottle of wine |
| Dinner at a business conference | Travel expenses to the business conference |
| Lunch with a non-employee worker to discuss service levels | Lunch for you and your spouse without the third party |
Leaders should use appropriate judgment when providing rewards or recognition to their team. Recognition may be demonstrated by providing some forms of entertainment or gifts, which must be professional and of appropriate value for the situation. If alcohol is provided, consideration should be given to whether the participants are comfortable with this type of reward. When providing alcohol at a Premera event, please refer to the Alcohol, Drug, and Substance Use policy and Limited Alcohol Use Guidelines.
Additionally, any event where Premera employees or customers are present, whether organized or casually arranged, must demonstrate inclusivity to all employees regardless of race, color, ethnicity, national origin, sex, gender identity and expression, marital status, age, sexual orientation, disability, language fluency, religion, genetic information, and veteran status.
Q & A
A third party I work with offered me two tickets to a sporting event. Can I accept these?
It depends. First find out how much the tickets cost. If each ticket is $50, then you could accept one, but not both. Generally, you can accept a non-cash gift if the value of the gift is under $75 and is not intended to influence you.
Gifts, entertainment, and other things of value are often intended to build relationships. However, gifts and entertainment that appear to compromise an employee’s ability to make fair business decisions create ethical issues.
Employees may offer or accept entertainment from a Premera third party or business partner. For example, it’s okay to accept an invitation to dinner or to join a third party or business partner at a sporting event. We generally are allowed to attend such events with existing vendors and partners, but not with potential companies trying to win our business. If the entertainment is primarily intended to gain favor, it is not allowed. For example, accepting a gift of entertainment tickets to enjoy on one’s own, without the company of a third party or business partner, is not allowed. Before accepting or offering entertainment, employees should obtain their manager’s approval. Managers should contact Regulatory Compliance & Ethics with any questions about the appropriateness of the entertainment. When accepting or providing offers of entertainment on behalf of Premera, all employees are expected to model appropriate behavior and Do the Right Thing.
At Premera, External Committee members are expected to uphold the same high standards of integrity, professionalism, and accountability outlined in our Code of Conduct. Serving in such a capacity is a privilege, as these committees play a crucial rolein providing expertise and oversight. We expect External Committee members to model ethical behavior, protect confidential information, and help us foster a culture of compliance and trust. Together, we share a commitment to align our actions withour values, ethical standards, and commitment to always do the right thing.