From Sriram Iyer, Chief Executive Officer

Dear Panorama Eyecare Associate:

Panorama Eyecare is committed to conducting our business with integrity through honest and ethical behavior. Our mission is to create an environment of mutual respect with the tools, training, and empowerment necessary to support each team member in delivering the best eyecare anywhere. We recognize each professional as integral to creating a place of belonging and care. 

To assist in facilitating a strong compliance culture within our organization, the Company has adopted this Code of Conduct to serve as the guiding principles for our organization. The Code of Conduct is the foundation of our Compliance Program. These principles provide a framework for our business decisions and should be used as a guide to support our values and fundamental commitment to fostering an ethical work environment.

Compliance is an individual responsibility. Associates are required to familiarize themselves with and understand the Code of Conduct. Violations of the Code of Conduct may result in disciplinary action up to and including termination. For questions regarding this Code of Conduct or to report questionable activity, please contact your supervisor, the Compliance Department at compliance@panoramaeyecare.com, or to report a concern anonymously, the Compliance Helpline at 877-235-3279.

Thank you for your support and commitment to our organization.

Sincerely,

Sriram Iyer

Chief Executive Officer

Panorama Eyecare’s Compliance Program

DEFINITIONS

1. Associate: “Associate” refers to all active Company personnel, temporary employees, part-time employees, full-time employees, independent contractors, clinicians, officers, and directors.

OVERVIEW

The goal of Panorama Eyecare (“Company”) is to promote ethical, legal, and compliant behavior within the organization that encourages prevention, detection, and mitigation of conduct that does not conform to our standards, federal law, state law, or federal healthcare program requirements. The Company has developed a Compliance Program based on guidance provided by the Department of Health and Human Services Office of the Inspector General. 

This Code of Conduct is intended to provide guidance on Company’s ethical and legal standards to all Associates. More complex matters may require additional guidance for Associates directly involved in (1) training and education, and (2) policies and procedures direction from managers, supervisors, and legal counsel. If you have any questions about a compliance-related issue not covered fully within this Code of Conduct, you may:

• Speak to your Supervisor
• Contact the Compliance Department at compliance@panoramaeyecare.com
• Call the Compliance Helpline at 877-235-3279

Compliance is a shared activity. All Associates are expected to observe high standards of business and personal ethics in performing their work. Adherence to Company’s Compliance Program is a condition of employment. Disciplinary action for violations of the Compliance Program, this Code of Conduct, compliance policies/procedures, acts of noncompliance with state and federal laws/regulations, and federal healthcare program requirements will be enforced according to Company’s policies and procedures. 

Thank you for your commitment to the Company’s Compliance Program. 

Company Associates are expected to treat fellow Associates, customers, suppliers, and other stakeholders with fairness, honesty, and respect. This includes refraining from gender bias, racial bias, and all forms of harassment. We treat each other in the way we would wish to be treated.

I. Equal Employment

Panorama Eyecare believes in hiring, promoting, and compensating Associates without regard to race, color, national origin, age, gender, religious preference, marital status, sexual orientation, handicap, or disability. The Company is committed to equal employment practices and complying with all laws, regulations, and policies related to non-discrimination. These regulations include without limitation, Titles VI and VII of the Civil Rights Act of 1964, the Equal Employment Opportunity Act of 1972, the Age Discrimination In Employment Act of 1967, the Equal Pay Act of 1963, the National Labor Relations Act, the Fair Labor Standards Act, the Rehabilitation Act of 1973, and the Occupational Safety and Health Act of 1970.

II. Freedom from Harassment

Panorama Eyecare prohibits any form of harassment, including harassment based on race, color, religion, gender, national origin, age, sexual orientation, disability, or any other basis protected by law. Panorama Eyecare expects its Associates to report violations to their supervisor, Human Resources representative, Chief Compliance Officer, or the Compliance Helpline.

Harassment means different things to different people, so all Associates should refrain from any behavior which may be construed as offensive or inappropriate. Examples of inappropriate behavior include: degrading jokes, intimidation, slurs, verbal harassment, and physical sexual harassment. Reports of harassment will be promptly investigated and Associates engaging in this behavior will receive disciplinary action up to termination.

III. A Safe Environment

All Associates are responsible for creating a safe working environment. Please use safety devices and report any potential/actual hazards to your supervisor. Hazards include security violations and/or criminal activity that take place on company premises. Please report any injuries or illnesses to your supervisor.

Violence, intimidation, violent acts, and threats of violence have no place at the worksite and will not be tolerated.

Maintaining Confidentiality

Panorama Eyecare honors the privacy of patients’ and Associates’ personal medical and non-medical information just as we expect our privacy to be protected. We promise to protect trade secrets and the confidential information that belongs to Panorama Eyecare, otherwise known as “intellectual property,” and refrain from divulging information that could be harmful to the Company or that could provide an advantage to competitors.

I. Confidentiality

A. Panorama Eyecare is committed to preserving patient’s protected health information. Protected health information includes health information, diagnosis, treatments, personal data, billing and contact information. More information is located in the Company’s HIPAA Compliance Policies.

B. Panorama Eyecare is committed to preserving the right to privacy for all Associates and protecting the Company’s interests. Associates must follow all applicable laws and company policies when using or sharing confidential information. The following information is classified as confidential:

• Associate information, personnel files, evaluations, and disciplinary matters.
• Business information including financial, marketing, and statistical data, competitive information, budgets, processes, techniques, mergers, acquisitions, significant reorganizations, bid proposals, contract negotiations, layoffs, research & development, business reports, and business summaries. This company-specific information is referred to as “intellectual property.”

Respecting Company Property

Associates must protect and preserve company property and refrain from using company property for personal gain.

I. Use of Resources

Panorama Eyecare discourages inappropriate use of company property. Associates are trusted to act responsibly, reasonably, and maturely, as well as to use good judgment in the use of all company-related communications and computing devices, including:

• The Internet
• All forms of printed and electronic media
• Copying devices (scanners, copy machines, and other devices/applications used for duplication)
• Telephones
• Cell phones
• Portable/wireless PDAs
• Desktop and laptop computers
• Remote access/dial-up hardware and software devices

Associates should not use a computer to transmit, store, or download materials that are threatening, maliciously false, or obscene. Facilities, equipment, technology, and resources are to be used only for business purposes in connection with job responsibilities.

Avoiding Conflicts of Interest

While employed at Panorama Eyecare, Associates must refrain from any associations or activities that might conflict with Panorama Eyecare’s interests. Company Associates also avoid doing business with competitors and accepting/giving gifts to contractors or customers. Associates are prohibited from taking advantage of Panorama Eyecare association for personal gain.

I. Activities and Relationships Beyond Panorama Eyecare

A. It is prohibited for Associates’ personal lives to conflict with work or to pose a hazard to the Company.

B. Steps Associates should follow to determine whether a conflict of interest exists:

1. Avoid personal outside activities and associations that might influence your business decisions and business-related objectivity; and
2. Avoid doing business with competitors or making significant personal financial investments in competitors, suppliers, or customers.

C. Examples of conflicts of interest could arise in the following situations:

1. Being employed (you or a close family member) by, or acting as a consultant to, a competitor or potential competitor, supplier, or contractor, regardless of the nature of the employment, while you are employed with Panorama Eyecare.
2. Hiring or supervising family members or closely related persons.
3. Owning or having substantial interest in a competitor, supplier, or contractor.
4. Having a personal interest, financial interest, or potential gain in any Panorama Eyecare transaction, other than a side-by-side investment.
5. Placing company business with a firm owned or controlled by a Panorama Eyecare employee or his or her family.

Accepting gifts, discounts, favors, or services from a customer/potential customer, competitor or supplier, unless equally available to all Panorama Eyecare employees.

D. If you are not sure whether an outside activity represents a conflict of interest, contact your supervisor, Compliance Department or Compliance Helpline.

II. Entertainment, Gifts, and Gratuities

A. Some forms of business entertaining – including meals, social events or training, and educational activities – are accepted practices.

1. The cost and scope of these activities should be reasonable and appropriate. Before accepting or extending such invitations, check with your supervisor.

B. Associates should refrain from giving or accepting excessive gifts to or from vendors, customers, or other Business Associates. The value of gifts received or given should not exceed an aggregate value of $500 per year unless prior approval has been given by a supervisor. Associates should never accept cash gifts from vendors, members, or customers.

Compliance with Laws and Regulations

I. Regulatory Obligations

Panorama Eyecare operates in a heavily regulated industry, subjecting the Company and its Associates to federal, state, civil, and criminal laws and regulations and health plan requirements. The penalties for violation of these laws, regulations, and requirements are severe and can apply to both the Company and any Associates involved. Penalties include fines, other financial penalties, exclusion from participation in federally funded programs, loss of licensure, and potential imprisonment. The Compliance Program is designed to prevent such violations. All Associates must be aware of and comply with the regulatory requirements applicable to their respective positions and duties. 

II. Illegal Activities

A. The Company and its Associates will not engage, directly or indirectly, in any corrupt business practices and other illegal activities. Such activities include, but are not limited to, fraud, embezzlement, kickback arrangements, and drug use.

B. The Company and its Associates will comply with all applicable federal, state, and local laws, including, without limitation, the federal Stark Law and regulations, the federal Medicare/Medicare anti-fraud and abuse statutes and regulations, the Health Insurance Portability and Accountability Act of 1996 (‘HIPAA”), and the Health Information Technology for Economic and Clinical Health Act (“HITECH”).

C. Fraud. Fraud includes actions such as falsifying timecards and expense reports. Healthcare fraud occurs when someone schemes to defraud any health benefit program. This includes using false pretenses, representations, or promises to get money/property owned by any healthcare program with the delivery of, or payment for, benefits, goods, or services.

D. Kickbacks. A kickback arrangement involves accepting or offering bribes or payoffs intended to induce, influence, or reward favorable decisions of any person or entity in a position to benefit the Company. Such persons or entities include customers, contractors, vendors, and government personnel.

III. Antitrust and Unfair Competition

Antitrust laws ensure that competition between companies is fair. These laws also protect the public against business competitors who band together or “collude” to unfairly set prices. Associates could violate these laws by discussing with competitors pricing, terms and conditions of sales, or dealings with customers, suppliers, or other competitors. Our competitors include other managed care organizations, healthcare delivery companies, and insurance companies that operate in our markets.

Associates who participate in trade associations or other meetings where competitors are likely to be present must be especially cognizant of antitrust rules.

IV. Political Contributions

Panorama Eyecare contributes to various political candidates and campaigns through our voluntary Political Action Committee (PAC). Federal and state laws dictate the amount and frequency of political contributions; Panorama Eyecare  strictly adheres to those guidelines. Any other use of Company assets for political reasons is prohibited.

V. Sales, Marketing, and Advertising Standards

We are committed to growing our business through well-trained, highly professional sales Associates. All sales Associates are committed to fair, forthright, and legally compliant sales, and marketing practices. Panorama Eyecare adheres to all state regulations that require sales representatives to be licensed.

Associates do not engage in corrupt marketing practices, including misrepresentation of covered services and “redlining,” which refers to the practice of avoiding sales in specific geographic areas or neighborhoods.

When advertising our products and services, Panorama Eyecare and its Associates will present only truthful, non-deceptive information. Most advertising and marketing materials require approval from regulatory agencies prior to distribution. When required, Panorama Eyecare will submit materials to agencies and ensure they are in full compliance with applicable regulations.

VI. Copyright Law

Panorama Eyecare and Associates follow state, federal, and foreign laws pertaining to copyright protection, and laws that prohibit duplication of print materials, licensed computer software, and other copyright-protected works.

VII. Relationships with Foreign Businesses and Governments

As Panorama Eyecare takes advantage of global business opportunities, Associates must comply with all applicable laws and regulations governing relationships with businesses on foreign soil and their respective governments.

Responsibilities and Consequences

I. Associate Responsibilities

Panorama Eyecare will provide all Associates with the training and education needed to be knowledgeable about our ethics and compliance initiatives. In return, Panorama Eyecare relies on you to help ensure that those initiatives remain a priority. This involves upholding all the standards outlined in this Code of Conduct, as well as reporting any suspected violations of those standards.

If you observe potential violations of law or the Code of Conduct, you should not hesitate to report such issues. Failure to do so could pose a risk to the Company or, in the case of illegal activities or regulatory violations, a risk to you or co-workers.

II. Reporting Suspected Violations

If you have a compliance concern to report, talk to your supervisor.  If they are not available or are unable to assist you, contact the Compliance Department.

You may also report issues through the Compliance Helpline – a service that allows violations or concerns to be reported anonymously. The Helpline is operated offsite by a third-party administrator and is available toll-free 24 hours a day, seven days a week, at 877-235-3279.

III. Resolution, Communication and Non-Retaliation

Once a problem or suspected violation has been reported, the Company pledges to quickly investigate and resolve the problem. The Company will not retaliate against Associates for reporting compliance violations in good faith.

IV. Consequences of Violations

Panorama Eyecare will be thorough and fair when investigating potential compliance violations. Associates who are deemed to have committed violations will be subject to disciplinary action up to termination.

Where to Find Answers to Your Questions

The Code of Conduct Guidelines are meant to provide an overview of Panorama Eyecare’s policies on ethics, compliance, and conduct-related issues. This publication is a living document and is subject to change as Panorama Eyecare refines its policies and procedures and as government agencies and regulators modify their rules.

If you need more information or if you have a compliance-related question or concern, talk with your supervisor or the Compliance Department. These are the best sources when you need help understanding the laws, regulations, and practices that affect your work. Calling the Compliance Helpline is also an option if you wish to seek information on a specific company policy or standard.

Associates are encouraged to explore the following resources:

Panorama Eyecare’s Intranet Site: This site contains extensive information on company policies and procedures and other company standards that affect your work activities.

Panorama Eyecare’s Employee Handbook: The handbook covers various topics, including employment, benefits, performance reviews, wage & salary, and employee relations subjects such as dress code, workplace conduct, counseling, and health and safety issues.