Code of Business Conduct & Ethics

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A Message from our Founders

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CareWork was designed to improve the work lives of owners, operators, and leadership employees in the long-term care and senior living industries.

CareWork’s commitment to doing business ethically and fairly is the foundation of our company. We don’t take shortcuts and we value integrity over anything else. We are a company that has built its business on core values that include our commitment to conduct ourselves with the highest levels of honestly, diligence, respect, and responsibility toward others, both internally and externally, and in accordance with the laws and jurisdictions in which we operate.

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The CareWork Code of Business Conduct and Ethics is our guiding light. We believe in doing right by our customers, peers, employees – and everyone else who has a stake in what we do. As members of the CareWork team, we each have a responsibility to understand the Code and to ask questions when we are unsure or believe that there is conduct happening that does not live up to our values. We are counting on every member of the CareWork team to represent the values in the Code and use them in all aspects of your work. We strive every day to earn and maintain the respect of our customers, peers, employees, and the community. Unethical or inappropriate behavior cannot and will not be tolerated.

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If you have a question or concern about what proper conduct for you or anyone is, you may always talk to your supervisor or anyone on the executive team. You may also report possible violations to hr@mycarework.com.

Strong ethics and compliance are not only good business but a human responsibility, and it is the only way that CareWork will conduct business. Remember the golden rule, treat others the way you would want to be treated.

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Sincerely,

Jackie Ramieri                                                                    Bill Flanagan

Chief Executive Officer                                                  Chief Technology Officer

 

The CareWork Code of Business Conduct and Ethics (the “Code”) provides guidance about business behavior expected of the CareWork community as you work and interface with fellow employees, customers, suppliers, business partners and other stakeholders. The Code is a working guide, not a technical legal document. The idea is to provide a guide, rather than an all-inclusive document that answers specific questions.

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The Code may be supported by certain specific policies provided from time-to-time and there may be other regional or departmental policies that apply to you. It is your responsibility to read and understand all policies made available to you and to bring questions or concerns to the appropriate parties.

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As the Code and these policies cannot be reasonably expected to answer every question or address every possible business situation, it’s your responsibility to exercise good judgement and seek guidance and support when you have questions about what to do or what defines appropriate behavior in any situation.

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Compliance

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The CareWork Code applies to all officers, directors, and employees (permanent and contract) of CareWork and any CareWork entities. Non-compliance with the Code and/or failure to report actual or suspected violations of which you are aware, may result in disciplinary action, including legal action and the termination of employment.

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Related Information

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All CareWork policies are available in the company cloud – Policies folder.

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CareWork’s Code

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We build our business success on the foundation of relationships with each other, our customers, suppliers, and communities. This means that you have a responsibility to:

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1. Ask Questions and Report Concerns

2. Conduct Business with Honesty and Integrity

3. Follow the Letter and Spirit of the Law

4. Treat Everyone with Dignity and Respect

1. Protect CareWork’s Assets and Reputation

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ASK QUESTIONS AND REPORT CONCERNS

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1. Raise Your Concerns Promptly​

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Each employee has an obligation to be alert for possible violations of the Code and is encouraged to report violations promptly.  CareWork is dedicated to giving you the support and advice you need to comply with the Code, our related policies, and applicable laws and regulations.

If at any time something seems unusual or out of place, don’t hesitate to report it immediately. If you have a reason to believe that the Code, policies, or applicable laws or regulations have been or may be violated, you must immediately report such activity to any of the resources listed below.

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• Your Manager

• The Executive Team

• The CareWork Ethics Reporting Page ______

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The CareWork Ethics Reporting page is an anonymous reporting option.

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CareWork treats all reports with the utmost attention. We have adopted policies to govern investigations and will take measures appropriate to each report to protect your identity.

 

1. Retaliation is Not Tolerated

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We will not tolerate retaliation against any person who in good faith reports suspected misconduct, asks questions, or raises concerns.

 

1. Cooperate with Investigations, Lawsuits, and Legal Proceedings

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Our commitment to conducting business with integrity requires that we take all credible good faith reports of suspected misconduct seriously. We will investigate them fairly and confidentially and take action when needed. You are required to fully cooperate in any CareWork-authorized internal investigations and audits, regardless of whether they are conducted by our internal resources or by one or more of our external professional consultants.

Lawsuits, legal proceedings and investigations by government or regulatory agencies involving CareWork must be handled promptly and in an appropriate manner. You should bring all such matters immediately to the attention of the CareWork Management and Executive Teams.

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You are required to retain documents relevant to any lawsuit, legal proceeding, or investigation. All external requests for information must be forwarded to the Executive Team. They, in coordination with CareWork’s legal counsel, will oversee information gathering and coordinate CareWork’s response to the external party. When you are asked to provide relevant records, you must promptly provide them to the Executive Team or company-engaged legal or professional consultant.

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As with all information that is confidential or proprietary to CareWork, you must not discuss any legal proceeding, regulatory matter, or investigation with anyone who has not been explicitly authorized to receive this information (either within CareWork or outside) without the prior approval of the Executive Team or company-engaged legal counsel.

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2.

CONDUCT BUSINESS WITH HONESTY AND INTEGRITY

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1. Follow Acceptable Contracting Practices to Prevent Side Agreements

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CareWork is committed to conducting business in an open, clear, and transparent manner. Only formal, written agreements that have been approved by CareWork’s legal counsel or Executive Team and executed by authorized signatories are permitted. Side agreements or informal and undocumented arrangements are prohibited.

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Side agreements include any commitment, whether verbal or written (including electronic transmission, e.g., email), that are not part of an authorized agreement and that are used, for example, in order to complete a transaction. Side agreements may substantially change the terms of the original agreement and could expose CareWork to a risk of breaching the agreement and impacting our accounting of the transaction. Any modifications to an original agreement must be reflected either in: (i) a new written agreement, or (ii) a written amendment to the original agreement, either of which must be properly approved and executed by an authorized signatory.

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1. Avoid Conflicts of Interest

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Several situations could give rise to a conflict of interest. The most common are accepting gifts (covered in section 3.1) from suppliers, employment by another company, ownership of a significant part of another company or business, close or family relationships with outside suppliers, and communications with competitors. You must avoid any activity that conflicts, or appears to conflict, with the interests of CareWork. A conflict of interest is a situation in which you or a member of your family has professional or personal interests that could affect your objectivity in making decisions on behalf of CareWork. Conflicts of interest may also arise when you or a member of your family receives improper personal benefits as a result of your position with CareWork. Loans or discounts to, or guarantees of obligations of, an employee or an employee’s family member may also create conflicts of interest.

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It is usually a conflict of interest for a CareWork employee to work simultaneously for a competitor, customer, or supplier. Employees are not allowed to work for a competitor as a consultant or board member, and must not sue CareWork’s time, materials, information, or other assets in connection with outside engagements. The best practice is to avoid any direct or indirect business connection with CareWork’s competitors, customers, or suppliers, except on behalf of CareWork.

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Business transactions with partners, suppliers, or customers must be entered into solely in the best interests of CareWork. No employee may, directly or indirectly, benefit from his or her position as an employee from any sale, purchase, or other activity of CareWork.

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Conflicts of interest may not always be immediately evident. If you have questions or you become aware of a conflict of interest or a potential conflict of interest, you should report the concern promptly via the process covered in section 1.1 of this Code.

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1. Facilitate Accurate Financial Reporting

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CareWork must comply with numerous accounting principles, securities, and tax laws and regulations, including those that contain reporting obligations. Employees must document and record all transactions in accordance with CareWork’s internal control procedures and in compliance with all applicable accounting principles, laws, rules, and regulations and cooperate with all internal and external audits as they are requested by authorized employees. The dissemination of financial statements that contain materially misleading information could cause serious legal and reputational consequences for CareWork.

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Financial Assets and Transactions

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Compliance with applicable accounting procedures is required at all times. Employees having control over company assets and transactions are expected to handle them with the strictest integrity. All transactions need to be accurately and fairly recorded in reasonable detail in CareWork’s accounting records.

Obtaining or creating “false” invoices or other misleading documentation, or the invention or use of fictitious sales, purchases, services, loan entities, or other financial arrangements, is prohibited.

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Expense Reimbursement

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Expenses actually incurred by an employee in performing CareWork business must be documented on expense reports in accordance with company policy and procedures. Please refer to the Travel and Expense Policy for more information, including documentation that must be submitted in order to be reimbursed for business expenses.

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Company Credit Cards

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Company credit cards are provided to some employees for convenience in conducting CareWork business. No personal expenses should be charged on CareWork credit cards, except as specifically authorized by applicable procedures. Any charged personal expenses must be paid promptly by the employee. Company credit cards should not be used to avoid preparing documentation for direct payment to vendors. Where allowed by local law, charges on company credit cards for which a properly approved expense report has not been received at the time of an employee’s termination of employment may be deducted from the employee’s last paycheck.

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1. Maintain our Records Appropriately

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CareWork is responsible for ensuring that its business records, both paper and electronic, are created, managed, and disposed of properly. An effective, efficient records management program allows us to meet our business needs and to comply with all legal and regulatory obligations. You are responsible for understanding any records retention policies that apply to your department and remaining in compliance with them.

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3.

FOLLOW THE LETTER AND SPIRIT OF THE LAW

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Obeying the law, both in letter and spirit, is an important part of the ethical standards we hold at CareWork. We must act in accordance with the applicable laws and regulations everywhere we conduct business. If you believe the requirements of this Code or any of our business practices conflict with the applicable laws and regulations, you must report this promptly via the process covered in section 1.1 of this Code.

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1. Uphold Applicable Anti-Corruption Laws

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Improper Payment

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CareWork takes a zero-tolerance approach to bribery and corruption and is committed to operate and enforce systems and policies to detect and deter bribery. You may never give or promise to give anything of value directly or indirectly to any third party in connection with any CareWork business to assist CareWork in obtaining an improper business advantage, whether or not any benefit is received.

Offering Gifts, Entertainment, and Other Hospitality.

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We understand and expect that occasional and appropriate gifts, entertainment, and other hospitality will be offered to customers, potential customers, suppliers, or other persons connected to our business in order to foster goodwill and enhance business relationships. These are generally permissible. However, the following gifts, entertainment, and other hospitality are strictly prohibited, even if you do not submit the expenditures for reimbursement from CareWork:

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• A “quid pro quo” (offered for something in return);

• Gifts in the form of cash or cash equivalents (unless part of a corporate promotional directive, e.g., trade show promotion, demo/learning event/webinar giveaway, or other like corporate-approved directive)

• Gifts, entertainment, or other hospitality immediately prior to, during or immediately following an expected or actual tender issued by a government entity or other similar formal bidding process if: (i) prohibited by the tender or formal bid documents or recipient’s employer’s policies, guidelines, or standards; (ii) prohibited by local law; or (iii) doing so would give rise to the appearance of impropriety;

• Entertainment of an unsavory or potentially offensive nature, or that would embarrass or damage either your reputation or that of the company; or

• Gifts, entertainment, or other hospitality that are knowingly in violation of the recipient’s employer’s policies, guidelines, or standards.

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You may not require or encourage a third party acting on behalf of CareWork to make any of the above-referenced prohibited gifts, entertainment, or hospitality. You should contact your manager to discuss and resolve ambiguous situations.

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Receiving Gifts, Entertainment, and Other Hospitality

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All business meals and entertainment must be customary, unsolicited, infrequent, in good taste, reasonable in value, and provided for legitimate business purposes. Except as noted below, you may also accept occasional, unsolicited gifts of nominal value, such as promotional or commemorative items. You must receive advance approval from your direct supervisor for any gifts, entertainment, or hospitality in excess of $1,000 USD (or equivalent), including, for example, travel or conference fees. This includes gifts from suppliers if you purchase goods and services for CareWork.

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You should never accept:

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• Tangible or intangible personal benefits that are given – expressly or impliedly – in exchange for securing CareWork business;

• Tangible or intangible personal benefits that might create or give the appearance of creating a sense of obligation on your part;

• Cash or cash equivalents (e.g., gift cards) with the exception of vendor-led training or learning event giveaways that provide gift cards for food or beverage for the event (not to be valued more than $30 USD per person, per event); or

• Personal discounts for supplier’s or customer’s products or services unless such discounts are offered to all CareWork employees or members of the general public.

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Restrictions on Political Contributions and Activities

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You may not contribute funds, assets, or services for or on behalf of CareWork to any political candidates, political party, charity, or similar organizations, unless such contribution is expressly authorized by CareWork management. This includes any direct or indirect bribes, kickbacks, improper profit-sharing arrangements, illegal gratuities, indirect contributions, improper inducements, or similar payments to any public official. It is improper for an employee to use his or her position with CareWork to solicit political contributions from another employee for the purpose of supporting a political candidate or influencing legislation.

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1. Avoid Sharing Confidential Information

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Confidential information includes all information, whether technical, business, financial, or otherwise, concerning CareWork that the company treats as confidential or proprietary, or that is not available to the public. From time to time, you may obtain non-public information about CareWork’s business, such as, for example, unannounced financial data, merger or acquisition plans, products, marketing plans, vendor contracts, procurement plans, or other information that suppliers or customers have entrusted to us that might be of use to competitors or harmful to CareWork or our customers id disclosed. Such information is strictly confidential, and you may never use it for personal benefit or share it outside of CareWork, as doing so could be a breach of your employment agreement and/or applicable laws.

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1. Protect the Privacy of Personal Information

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We comply with data protection and privacy laws that apply in all jurisdictions where we do business. You have a responsibility to safeguard the privacy, confidentiality and security of personally identifiable information and other private information of our employees, customers, partners, and other third parties in CareWork’s possession. It is your responsibility to follow all of our data privacy and security policies applicable to your role and to protect personal information of others and prevent its unauthorized use or disclosure.

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4.

TREAT EACH OTHER WITH DIGNITY AND RESPECT

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We value the diversity of our workforce. Our approach to diversity is defined by inclusiveness, respect, and fostering a culture that allows each individual to contribute to his or her fullest potential. CareWork leaders must set a strong and ethical example and create a civil, respectful, and professional work environment. As set forth in our Equal Opportunity and Anti-Discrimination Policy, CareWork does not tolerate any form of harassment, discrimination, or retaliation.

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4.1 Ensure a Safe Workplace

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We are committed to maintaining a workplace free of weapons and free of violence, threats, harassment, and other disruptive behavior, where employees are able to concentrate fully on business and fulfill their potential. We do not tolerate violence or other deliberate acts intended to harm another person or their property, including threatening, harassing, menacing, or intimidating comments and behavior. Anyone who is aware of or believes that there may be violence or threats of violence or harassment should report this immediately to the appropriate parties.

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Where legally enforceable, CareWork prohibits the possession, concealment, use or transfer of firearms or other weapons, including knives, clubs, explosives, or other devices that are primarily used to inflict injury.

4.2 Maintain a Workplace Free from Substance Abuse 

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Alcohol, illegal drugs, and controlled substances can adversely affect safety, productivity, reliability, and judgement. We are prohibited from consuming or being under the influence of alcohol or possessing, distributing, or being under the influence of illegal drugs while engaging in CareWork Business, with the exception of lawful, moderate alcohol consumption during social events endorsed by us or in connection with legitimate business entertainment activities.

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5.

PROTECT CAREWORK’S ASSETS AND REPUTATION

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5.1 Use CareWork Assets and Systems Appropriately  

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Our assets, including equipment, supplies, facilities, and systems should be used for CareWork’s benefit only. Although CareWork respects individual privacy and will not access personal information unless there is a valid reason to do so, we reserve the right to monitor our systems as set forth in our policies and subject to applicable law and there should thus be no expectation of privacy. You must follow our guidelines for protecting our systems including following password guidelines and incorporating our approved virus protection. Please refer to our Computer, Internet, and Email Acceptable Use Policy for comprehensive guidelines on acceptable use of assets.

Additionally, posting content about your job, the jobs of others at CareWork, our business or customers on social media and networking sites must always be done in accordance with our social media and corporate communication guidelines.

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5.2 Prevent Theft and Fraud  

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Theft and fraud are crimes and will not be tolerated. Fraud is a type of theft by deception that results in your personal gain, profit, or advantage or harm or loss to another person or entity. You are expected to report any suspicious activity immediately, as described in section 1.1 of this Code.

5.3 Safeguard Intellectual Property and Confidential Information   

We have a number of information privacy and security policies designed to protect our data. Employees are personally accountable for ensuring that their CareWork information assets are adequately secured for complying with our policies.

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CareWork owns all inventions, conceptions, discoveries, improvements, ideas, works of authorship, and trade secrets created by you on the job or created using CareWork’s assets. You are a steward of the trade secrets and confidential information owned by Carework or third parties that are entrusted to you. You are expected to take appropriate and administrative, physical, and technical measures to properly safeguard them and prevent their unauthorized access, use, or disclosure.

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When it is necessary to share CareWork confidential information with customers, partners, or other third parties, you are responsible for ensuring that the proper confidentiality agreements are signed or that you have been expressly authorized by management (with the proper authority to do so) before that information is shared.

Moreover, you may not use without authorization or make unauthorized copies of another person’s or the company’s content, documents, materials, or computer software. Additionally, there are laws governing trade secrets and confidential information. There are serious legal repercussions for anyone who violates these laws by misusing CareWork’s or another person’s or company’s trade secrets for the economic benefit of anyone other than their owner.

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5.4 Travel Responsibility

   

You must ensure that business travel is intended to further CareWork’s interests and that travel and entertainment expenditures are reasonable, prudent, and in accordance with the Business Travel Guidelines in the employee handbook.

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