Code of Conduct and Ethics

Since our inception in 2014, we have earned respect from our customers and peers for our abilities to develop and deliver cutting edge technologies to the marketplace in an honest and ethical manner that clearly prioritizes the needs and rights of our patients, healthcare professionals, and our employees. In delivering that care, we strive towards improving health equity, both by increasing equitable access to care and equitable outcomes across various patient groups. We have adopted this Code of Conduct and Ethics (this “Code”), which represents our commitment to the highest standards of honesty and integrity in the way we conduct our business, as an integral component of our compliance program.

Virta's compliance program provides a framework which helps ensure that Virta conducts business in an honest and ethical manner in accordance with state and federal rules and regulations. The program also establishes a process to detect, correct and prevent errors that result in violations of laws and regulations governing healthcare policies, including disclosures of patient information. Ongoing training, education, and monitoring are performed to assess compliance with laws and regulations.

Virta is committed to supporting the ethical actions of our employees and partners and we do not allow any form of retaliation (whether by a manager, co-worker, or otherwise) against an individual because he or she raised a good faith question or report about a potential violation of this Code. Our non-retaliation statement also extends to everyone who fully cooperates in an investigation into a potential violation.

This Code is a framework for Virta’s expectations with respect to the conduct of its employees, vendors, contractors, and consultants. It provides guidance covering a wide range of activities but cannot be expected to fully address every possible scenario.   Virta expects its employees and partners to follow the letter and spirit of the principles and procedures described in this Code and in the other policies and procedures that comprise our compliance program. This means you are expected to:

• Understand the areas covered by the Code, Virta policies and procedures, and applicable laws that apply to your role 
• Conduct yourself in ways that are consistent with the Code, Virta policies and procedures, and applicable laws
• Report concerns or suspected violations of the Code, Virta policies and procedures, or applicable laws
• When requested, certify that you have reviewed, understand, and agree to follow the Code.
  

Questions, concerns, and potential violations can be reported in any of the following ways:

• Your manager or supervisor is available to answer questions and is generally familiar with the guidelines that apply to you in your role
• The Legal and Compliance team can be reached at legal@virtahealth.com and can explain and interpret the Code requirements and can offer advice and guidance about how to conduct business on behalf of Virta, how to interact with healthcare professionals, and on the privacy and protection of personal information of stakeholders
• Concerns can be reported through Virta’s Hotline, a secure channel for anyone (including employees, business partners, patients, and customers) to report potential violations of the Code, Virta policies, or applicable laws and regulations. To report via the Hotline at any time, call 1-855-222-5149 for English and 1-888-216-1288 for Spanish, or access the web-based version at www.lighthouse-services.com/virtahealth.
  

When you report an existing or potential violation, Virta’s Compliance Team will initiate an investigation, collect information, analyze the findings and determine appropriate steps to address or resolve any issues that have been identified. All reports made by employees or vendors will be treated in strict confidence, and will only be disclosed to the extent necessary or advisable to conduct the investigation and take any remedial action, or as otherwise required by applicable law. All Virta representatives are also expected to cooperate in the Company’s investigation into reported conduct.

Employees at all levels who manage or supervise others have an important responsibility to lead by example and foster a culture of integrity. Managers are responsible for helping your teams understand the requirements of this Code, and the other Virta policies and procedures, and how they should be put into practice. Most importantly, managers must ensure that employees understand business performance is never more important than ethical business conduct.

Virta employees must follow the below fundamental principles when directly or indirectly engaging with HCPs:

• Virta does not offer or promise payments, gifts, gratuities, or any other form of improper inducement to gain business. 
• Virta does not consider the value or volume of referrals that a HCP may refer to Virta when deciding whether or not to pursue a particular course of action with a HCP. 
• Virta’s interactions with HCPs should facilitate the exchange of information that will benefit patient care. Accordingly, employees are generally not to provide entertainment or recreational activities to non-employee HCPs, even when the entertainment is secondary to an educational purpose.
• Virta will only enter into contracts with HCPs where we have a genuine need for the services to be provided, the HCP has the expertise to provide the services, and we have a written agreement that has been approved by the Legal team.

Please see Virta’s ‘Potential Referral Source Gifts and Business Courtesies Policy’ for more information.

Virta is dedicated to ensuring transparent and ethical business practices.  Virta representatives must never directly or indirectly offer payments (or anything else of value such as gifts) to a government official or any other person to make that individual or the entity they represent act in a manner that will give Virta a business advantage.  Payment of excessive travel and entertainment expenses on behalf of a government official or other person is prohibited, since these payments can be considered bribes.  Accurate books and records must be kept; falsifying records to conceal a bribe is not allowed and can be a criminal offense.

Virta is committed to the ideals of free, open and competitive enterprise. We endeavor to succeed in the marketplace through superior effort, innovation and performance, not by unethical or deceptive practices. To avoid even the appearance of engaging in unfair methods of competition, Virta employees must follow these basic principles:

• Virta does not communicate with any competitors regarding pricing for products or services, territorial markets, production capacities or plans, distribution or selling strategies, pending research, bidding practices, credit terms, costs, existing and prospective customers, or similar non-public information.
• Virta refrains from improper contact with competitors’ representatives.
• If a competitor’s representative makes any suggestions or raises any topics that you believe may be improper or otherwise violate fair competition laws, please contact the Legal team.
• Virta does not make or provide false, misleading or incomplete statements or materials about any of our competitors or their products or services. 
• Virta does not use any illegal or unethical means to gather information about other companies.
  

When working with consultants, vendors, and other parties, it is important that they understand and follow this policy regarding competitive intelligence—we do not want any party to disclose confidential or otherwise non-public information.

Virta is committed to representing our services in a fair and honest manner. All promotional materials (e.g., advertising, labeling and literature) and public statements must be truthful and non-misleading. Additionally, our marketing practices must not have the potential for discouraging enrollment of individuals with significant health needs. 

We require that all of our promotional materials are generated, reviewed and approved in accordance with our promotional materials review policies and procedures. Representatives are generally prohibited from developing or using their own promotional materials, or from modifying any promotional materials that have been approved pursuant to our promotional materials review processes.

No representative should ever misstate facts or create misleading impressions, including by omission of information necessary to make a statement fair and balanced. This applies to our products and services as well as the products and services of our competitors. All express or implied claims, comparisons and/or testimonials must be true, accurate and complete, and, where appropriate, supported by clinical materials.

Employees should refrain from entering into activities where a potential conflict of interest exists without Virta’s prior consent. Virta employees and contractors have an obligation to disclose all potential conflicts of interest to Virta’s General Counsel to determine whether the potential conflict of interest is acceptable. Some examples of conflicts of interest that must be disclosed include when you or someone in your immediate family:

• Owns or has ownership interest in a company that performs services for a customer, supplier, business partner, or competitor of Virta; or
• Has a financial or intimate relationship with an employee of a customer or supplier of Virta; or
• Hires a family member or causes a family member to be hired by Virta.
  

Employees are responsible for protecting Virta’s assets and ensuring their efficient use. Virta assets include confidential information, software, computers, office equipment, manufacturing equipment and supplies. All Virta assets should be used for legitimate business purposes only.

Contracts and other agreements entered into by the Company can create legally binding obligations that expose Virta to certain business and legal risks and obligations. To protect against that exposure, all employees intending to enter into contracts with third parties must follow the procedures established under policies such as the Company’s Vendor Management Policy, which establish procedures regarding the responsibility and authority to execute contracts on behalf of the Company, including, without limitation, the submission of all contracts and other agreements to the Legal Department for review.

Accurate and reliable records are crucial to our business. Virta requires honest and accurate recording and reporting of information. Employees must ensure that we maintain accurate books and records and financial documents, engage in appropriate document retention practices, follow established internal controls, and provide prompt and accurate answers to our investor disclosure requirements. As such, we require that all of our employees:

• Ensure that all business transactions are properly authorized and recorded on our books in a complete, accurate, and timely fashion;
• Take appropriate measures to protect the confidentiality of our non-public information and the non-public information of third parties with which we are entrusted;
• Promptly report to our Legal Department any misapplication or improper use of corporate or customers’ funds; and
• Comply with all applicable laws, rules, regulation, ordinances, directives and decrees pertaining to accounting and financial reporting.
  

Company records include any and all paper or electronic files that are maintained in the normal course of business, which include (but are not limited to) customer order / billing information, contracts, payroll records, timecards, travel and expense reports, accounting and financial data, emails, and performance information. All company records must be complete, accurate, and reliable in all material respects. There is never a reason to make false or misleading entries. Undisclosed or unrecorded funds, payments, or receipts are inconsistent with our business practices and are prohibited. All laws and regulations about the length of time company records must be maintained must also be followed, including compliance with any litigation directives regarding documents related to a legal or regulatory matter.

All employees who are involved in the billing and/or collection functions are expected to understand and comply with all billing- related laws, rules and regulations and our relevant policies and procedures, including, but not limited to, the following:

• Only bill for products or services actually provided or rendered, for which the recipient is qualified and which are fully documented
• Use only those billing and reimbursement codes (e.g., CPT codes) that accurately describe the product or services provided
• Maintain complete and accurate billing records
• Bill in full compliance with all federal, state and local laws, regulations, third- party payor requirements and our policies and procedures
• Never submit a claim to any customer, patient, or third party payor that is false, fraudulent, inaccurate, duplicative or fictitious
  

Employees must maintain the confidentiality of confidential information entrusted to them by Virta or its customers, licensees, collaborators or other affiliates unless disclosure is authorized and approved in advance by our Legal Department.

Some examples of confidential information include, but are not limited to: (1) Intellectual property, such as patents, trade secrets, know-how, copyrights and trademarks; (2) Financial information, including budgets and budget forecasts, results of operation, incentive targets and similar information; (3) Proprietary product configurations and software; (4) Research and development efforts, including information and materials related to new product development; (5) Customer lists and agreements, market share data and product pricing; and, (6) Any information regarding potential acquisitions, partnerships, collaborations, joint ventures and other strategic transactions.

Virta representatives must also exercise caution in communicating or transmitting our confidential information, especially electronically, due to the security and access concerns with email communications. Our sensitive information should only be discussed with those representatives who need to know the information to perform their functions for Virta. Company documents should be managed and maintained consistent with applicable document management policies. Our employees’ obligations to preserve confidentiality continue even after their employment with us terminates.

Virta is committed to protecting the confidential personal information of our employees, health care professionals, and our patients. Virta complies with all federal and state data protection and privacy laws including, but not limited to, the Health Insurance Portability and Accountability Act (“HIPAA”) and the Health Information Technology for Economic and Clinical Health (“HITECH”) Act.

We require that our representatives refrain from disclosing confidential personal information except when authorized in connection with the conduct of Virta business. We generally seek to avoid receiving or otherwise having access to “protected health information” (“PHI”) as defined under HIPAA, and similar categories of confidential patient data. If you receive or otherwise access confidential patient data, or other protected categories of personal information, then we expect you to fully comply with our policies and procedures governing receipt and disposition of such information, as well as all applicable law. Failure to do so could result in material harm to the person to whom such confidential personal information pertains and could subject us to significant liability.

Virta expects its employees to act equally respectfully and ethically towards other Virta employees. Our objective at Virta is to maintain a positive, safe, and rewarding work environment. We are committed to fostering a work environment that offers equal opportunities and where all employees can be involved, valued and respected. We do not tolerate (and do not tolerate our representatives engaging in) discrimination, unlawful harassment, hate-related behavior, threats of workplace violence or other conduct or actions that have a direct or indirect discriminatory or other harmful effect. For additional information, please refer to the Employee Handbook, which details the various Company policies with respect to the Company’s expectation of its employees. Employees are expected to review, understand, and abide by the policies contained in the Employee Handbook.

Virta may contract with the United States government and state and local governments to provide services to their beneficiaries. Doing business with the government means special laws and regulations must be followed. Virta and its employees will comply with prohibitions on fraud, intentionally submitting false information in order to get a benefit, waste and abuse, and requesting payment for items and services when there is no legal entitlement to payment. This may also include various sanctions screening and employee and vendor completion of certain job or contract specific training and education.

Unless authorized by Virta, do not give the impression that you are speaking on behalf of the Company in any communications that may become public. This includes in electronic posts such as those made on online forums, social media sites, blogs, or chat rooms, as well as through any non-electronic means such as written letters to the editor or in-person media interviews.

Unless authorized by Virta’s Marketing Department, no employee should comment on or respond to external requests for information on rumors, even if the inquirer assures the employee it is “off the record.” Any inappropriate or inaccurate response, even a denial or disclaimer of information, may result in adverse publicity and could seriously affect our market and legal position. All media requests should be directed to the Marketing Department.

To ensure knowledge of, and compliance with, this Code of Conduct and Ethics, Virta requires that all employees review the Code of Business Conduct and Ethics and acknowledge their understanding and adherence on an annual basis.

Virta treats violations of the Code seriously. Employees are expected to know, understand, and follow the Code. Violations of the Code are subject to discipline, up to and including termination of employment.