Community Ambulance

Policies and Procedures

Conflicts of Interest- Key Employees
Effective Date: 11-17-20 Section: Policy #
Supersedes Date: 03-23-18 HR 236

POLICY

It is the policy of Community Ambulance to provide for a fair and orderly process for the disclosure and
management of conflicts of interest which may exist for persons with positions of trust and responsibility in
the governance and management of Community Ambulance and its affiliated entities, and to assure that
federal and state law provisions relating to such conflicts are followed. In order to safeguard independent
judgment and action in business decisions, each person entrusted with a key position of responsibility in
Community Ambulance has a duty to disclose actual or potential conflicts of interest, and to avoid acting out
of any actual or apparent conflict of interest which may arise from personal financial interests in entities
which may conflict with Community Ambulance's best interests.

PURPOSE

The purposes of this conflict of interest policy ("policy") are:

1) To ensure that senior managers (CEO, COO) and other key employees of Community Ambulance and
its affiliates act in accordance with the duty of loyalty and fidelity required by their fiduciary duty to
the organization;
2) To preserve the moral and legal integrity of the decision-making process of Community Ambulance
and its affiliated entities; and
3) To prevent intentional or inadvertent participation in the decision-making process by persons having
an actual or apparent conflict of interest.

This policy applies to the CEO, COO, Managers, and other key employees specified by the CEO and/or the
COO. The conflicts of interest policy for Community Ambulance is set forth in these policies and procedures.
All other employees not specifically subject to these policies and procedures must comply with the “Outside
Employment/Conflict of Interest Policy” (Policy #232).

PROCEDURE

A. Definitions
The following definitions are applicable to this policy:

1. Affiliated entity - for purposes of this policy, the term "affiliated entity" refers to any legal entity of
Community Ambulance, including subsidiaries, and other entities operated, sponsored, or controlled
through ownership, directly or indirectly, by Community Ambulance.

2. Business entity - for purposes of this policy, the term "business entity" refers to an entity that has
entered into one or more business transactions with Community Ambulance or an affiliated entity, or
offers or solicits, or receives an offer or solicitation, with respect to a business transaction with
Community Ambulance or an affiliated entity.

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 Community Ambulance
Policies and Procedures
Conflicts of Interest- Key Employees
Effective Date: 11-17-20 Section: Policy #
Supersedes Date: 03-23-18 HR 236
3. Business Transaction - for purposes of this policy, the term "business transaction" refers to any
activity in which an individual, company, or organization is engaged (or may become engaged) in a
business relationship with Community Ambulance or an affiliated entity. It includes, but is not limited
to, all negotiations, offers, solicitations, or discussions of, or activities relating to, the purchase or
sale of goods or services, or any matters pertaining to a business relationship with Community
Ambulance or an affiliated entity.

4. Conflict of interest - for purposes of this policy, the term "conflict of interest" is as defined in section
B below.

5. Covered individual - for purposes of this policy, the term "covered individual" includes the CEO, COO,
Managers and other key employees specified by the CEO.

6. Interested person(s) - for purposes of this policy, the term "interested person" refers to a covered
individual who has a conflict of interest as defined pursuant to this policy.

B. Conflict of Interest defined as - for purposes of this policy, a "conflict of interest" is a direct or indirect
financial interest or business position held by a covered individual or family member in a business entity
that has the potential to influence, or has the appearance of influencing, the covered individual's
perspective of an existing or proposed business transaction, with the potential to adversely affect or
conflict with Community Ambulance's best interests.

1. Financial interests - a conflict of interest includes circumstances in which a covered individual or

family member directly or indirectly owns property, receives remuneration (including gifts) from
or has an economic interest in a business entity.

2. Business positions - a conflict of interest includes an important position (such as officer, director,
employee) held by a covered individual or family member with a business entity.

3. Family members - for purposes of this policy, family member means the grandparents, parents,
spouses, siblings, children, grandchildren, great-grandchildren, known ancestors, in-laws of a
covered individual, and includes any individual with whom the covered individual has a
significant personal relationship and who shares a common residence with the covered
individual. A "significant personal relationship" is a relationship the existence of which has the
potential to influence, or the appearance of influencing, the covered individual's perspective of
an existing or proposed business transaction, with the potential to adversely affect or conflict
with Community Ambulance's best interests.

C. Fundamental Responsibilities - covered individuals, as defined in this policy, have four (4)
fundamental responsibilities. These responsibilities are:

1. To observe a high standard of ethical business conduct in the performance of duties

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 Community Ambulance
Policies and Procedures
Conflicts of Interest- Key Employees
Effective Date: 11-17-20 Section: Policy #
Supersedes Date: 03-23-18 HR 236

2. To disclose potential conflicts of interest as defined in this policy, including the filing of conflicts
of interest disclosure statements as required by this policy

3. To refrain from participation in decisions in which a conflict of interest is determined to exist;

and

4. To refrain from certain prohibited activities defined in this policy.

D. Disclosure of Conflicts of Interest:

1. Duty to disclose
a) A covered individual is required to disclose, in the manner required by this policy, any
actual, potential and apparent conflicts of interest. The obligation to disclose such conflict
of interest exists whether or not the covered individual has acted on such conflict of
interest. Any question as to whether a particular circumstance presents a conflict of
interest. Any question as to whether a particular circumstance presents a conflict of
interest should be resolved in favor of disclosure.

b) Covered individuals, and/or persons to whom such individuals report, may request an
informal or formal opinion concerning the application or interpretation of this policy
from the Community Ambulance Board of Managers

c) It is the continuing responsibility of covered individuals to scrutinize their activities to

conform to the requirements of this policy. Whenever an obligation to disclose a conflict
of interest arises under this policy, the covered individual must immediately notify his or
her superior and the CEO or designee.

d)The CEO shall prepare a conflicts of interest disclosure statement, which includes the
information necessary to monitor and evaluate potential conflicts of interest under this
policy, which shall be modified from time-to-time as deemed necessary.

2. Disclosure statements
It shall be the responsibility of the CEO to instruct all covered individuals of their reporting and
disclosure responsibilities as set forth in this policy. The CEO shall maintain adequate records of
conflicts of interest disclosure statements filed by covered individuals affected by this policy. All
covered individuals under this policy are required to prepare and submit the following
statements:
a) Initial conflicts of interest disclosure statement - upon the occurrence of an event by
which a person becomes a covered individual, or when leaving such position, he or she
shall file with the CEO an initial conflicts of interest disclosure statement, within fifteen
(15) days of such event.

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 Community Ambulance
Policies and Procedures
Conflicts of Interest- Key Employees
Effective Date: 11-17-20 Section: Policy #
Supersedes Date: 03-23-18 HR 236
b) Annual conflicts of interest disclosure statement - all covered individuals under this
policy shall prepare and submit to the CEO on an annual basis, no later than February
1st of each year.

c) Subsequent occurrences reporting requirements - covered individuals must file a

conflicts of interest disclosure statement with the CEO upon the occurrence of any event
requiring disclosure under this policy, which has not been previously disclosed. Such
filing must occur prior to the consideration of an affected business transaction.

E. Procedures for addressing conflicts of interests

1. Evaluation of potential conflicts of interest
a) At any time that actual or potential conflict of interest has been identified, whether
through the filing of conflict of interest disclosure statements, voluntary disclosure by
the covered individual, or disclosure by an individual other than the covered individual,
the CEO shall perform a review of the circumstances to determine whether or not an
actual or potential conflict of interest exists that requires disclosure.

b) On an annual basis, the CEO or designee shall submit a report of conflicts of interest
reported by all covered individuals; such report shall be submitted at the first meeting of
the board of directors conducted after the filing of the annual conflicts of interest
disclosure statement required under section D, subsection 2 above, or if not reasonably
practicable, the following meeting.

2. Process for acting on Business Transactions when a conflict of interest exists. In the event that a
department or other work unit is considering a Business Transaction in which a covered
individual is an interested person, the following procedures shall apply:

a) Prior to consideration of an affected business transaction, the conflict of interest must be

fully disclosed to the CEO and/or COO to whom the covered individual reports. If the
conflict is not removed or resolved, the conflict shall be disclosed at every level of
approval required under applicable Community Ambulance policies, including disclosure
to the Community Ambulance Board of Managers.

b) The Business Transaction must be approved at each level for which approval is required.
Potential conflicts of interest related to financial transactions greater than $10K will be
pre-approved by the Board. Approval must be made by applicable decision-makers in
good faith, and with knowledge of the material facts concerning the transaction and the
covered individual’s interest in the transaction, if and only if, the following findings are
made:
i. The Business Transaction is entered for the benefit of Community Ambulance;

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 Community Ambulance
Policies and Procedures
Conflicts of Interest- Key Employees
Effective Date: 11-17-20 Section: Policy #
Supersedes Date: 03-23-18 HR 236
ii. The transaction is fair and reasonable to Community Ambulance at the time
Community Ambulance enters into the transaction;

iii. The decision-makers consider and in good faith determine, after reasonable
investigation under the circumstances, that Community Ambulance could not
obtain a more advantageous arrangement with reasonable effort under the
circumstances; and

iv. Detailed documentation identifying the circumstances creating the conflict of

interest, describing in detail the above findings, conclusions, and recording of the
decision, are made, duly recorded and filed with the CEO, or in the case of any
board approved transaction, in the duly recorded minutes of the board.

F. Prohibited Acts
The following acts are considered to be conflicts of interest and not be in the best interest of Community
Ambulance or its affiliated entities.
1. Loans
Community Ambulance shall not, directly or indirectly through any subsidiary, extend credit to or
make any loan of money or property to, or guarantee the obligation of, any covered individual.
However, covered individuals may borrow from banks, insurance companies or other recognized
institutions which transact business with Community Ambulance on the same terms and
conditions as such loans are offered to the general public. Exceptions to the prohibition on
extension of credit are corporate credit cards arranged by Community Ambulance for certain
employees for the payment of business expenses.

2. Gifts, Gratuities, Travel, Entertainment and Honoraria

All covered individuals under this policy are prohibited from giving, seeking, or accepting, directly
or indirectly, gifts, favors, travel or entertainment from business entities or individuals associated
with business entities. Gifts with a value of not more than three hundred dollars ($300.00) (on an
annual aggregate basis) and ordinary business meals and modest business entertainment are not
prohibited so long as such activities are not excessive, and do not create an appearance of undue
influence. No gift of cash may ever be accepted by a covered individual or family member from
any individual, company or firm which transacts business with Community Ambulance or one of
its affiliated entities.

Covered individuals may receive fair market value compensation from a business entity for
services provided, including fees for speaking engagements or other honoraria, so long as the
services have a legitimate business purpose, the services are approved in advance by the CEO or
COO, and the payments do not exceed one thousand dollars ($1000) on an annual aggregate
basis. Amounts received in excess of this limit may be received only if remitted to Community
Ambulance.

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 Community Ambulance
Policies and Procedures
Conflicts of Interest- Key Employees
Effective Date: 11-17-20 Section: Policy #
Supersedes Date: 03-23-18 HR 236

Reimbursement for travel expenses paid to or on behalf of a covered individual by a business

entity, for services provided to a business entity shall not be considered gifts if (1) the primary
purpose of the travel is directly related to Community Ambulance's legitimate business purposes,
(2) the cost of the travel does not exceed that which is reasonably necessary to achieve
Community Ambulance's business purposes, and (3) the travel is approved by the CEO or
designee.

3. Protection of the Company’s Trade Secrets and Confidential Information

In the course of your employment with the Company, you may be exposed to and/or provided
with trade secrets (“Trade Secrets”) and other confidential and proprietary information
(“Confidential Information”) of the Company relating to the operation of the Company’s business
and its customers/clients (collectively referred to as “Trade Secrets/Confidential Information”).

“Trade Secrets” mean information, including a formula, pattern, compilation, program, device,
method, technique or process, that: (1) derives independent economic value, actual or potential,
from not being generally known to the public or to other persons or entities who can obtain
economic value from its disclosure or use; and (2) is the subject of efforts that are reasonable
under the circumstances to maintain it secrecy. The Company’s Trade Secrets are: (1) not
generally known to the public or to the Company’s competitors; (2) were developed or compiled
at significant expense by the Company over an extended period of time; and (3) are the subject
of the Company’s reasonable efforts to maintain their secrecy.

“Confidential Information” means information belonging to the Company, whether reduced to

writing or in a form from which such information can be obtained, translated or derived into
reasonably usable form, that has been provided to employees during their employment with the
Company and/or employees have gained access to while employed by the Company and/or were
developed by employees in the course of their employment with the Company, that is
proprietary and confidential in nature.

As part of the consideration employees provide to the Company in exchange for your
employment and continued employment with the Company, you agree and acknowledge that all
Trade Secrets/Confidential Information developed, created or maintained by you shall remain at
all times the sole property of the Company, and that if the Company’s Trade Secrets/Confidential
Information were disclosed to a competing business or otherwise used in an unauthorized
manner, such disclosure or use would cause immediate and irreparable harm to the Company
and would give a competing business an unfair business advantage against the Company.

You shall not, except as required in the conduct of the Company’s business or as authorized in
writing by the Company, disclose or use during your term of employment or subsequent thereto
any Trade Secrets/Confidential Information. Furthermore, all records, files, plans, documents and

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 Community Ambulance
Policies and Procedures
Conflicts of Interest- Key Employees
Effective Date: 11-17-20 Section: Policy #
Supersedes Date: 03-23-18 HR 236
the like relating to the business of the Company prepared by the employees use or come in
contact with shall be and shall remain the sole property of the Company and shall not be copied
without written permission of the Company and shall be returned to the Company on
termination or cessation of your employment, or at the Company’s request at any time.

This policy will not be interpreted or applied so as to interfere with the rights of employees to
discuss or share information related to their wages, hours, or other terms and conditions of
employment. Employees have the right to engage in or refrain from such activities.

4. Evaluation and Enforcement

The CEO and COO shall exercise discretion in determining whether the activities of covered
individuals are prohibited under this policy. Any action taken by the CEO, COO, or Board of
Managers with respect to prohibited acts shall be final and binding.

G. Failure to Adhere to Policy

Community Ambulance relies upon the integrity of each person who under this policy is a covered
individual, and expects adherence to the obligations as set forth in this policy. Failure to conform one's
conduct to the conditions set forth in the policy may result in disciplinary action up to and including
termination, as may be determined by the CEO in accordance with applicable laws, policies and
procedures governing the discipline of employees.

H. No Waiver
The application of this policy may not be waived or suspended, in whole or in part, explicitly or implicitly,
by the CEO, the COO, or Community Ambulance Board of Managers with respect to any business
transaction or prohibited act involving any covered individual, if The Business Transaction or prohibited
act would (a) constitute a violation of the covered individual's fiduciary obligations to Community
Ambulance or (b) result in a fraudulent or material misrepresentation in Community Ambulance's
financial statements with respect to Community Ambulance's or an affiliate's financial condition, unless
such waiver is disclosed to Community Ambulance's auditors/reviewers.

An "implicit waiver" is one resulting from a failure by the CEO, COO, and/or Community Ambulance
Board of Managers to take action in line with this policy within a reasonable time after he, she or it has
knowledge that a material departure from the policy has occurred involving a covered individual.

APPROVAL

11-17-20
Vice President Administration Date

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