Code of Conduct and Ethics

Last updated September 17, 2021

A Word From Our Founder & CEO

Virta Team,

We as a company measure our success in many ways. It is not enough to succeed in the marketplace—we must do so while observing the highest standards of personal and corporate integrity. In order to accomplish our important mission of reversing diabetes in 100 million people by 2025, it is vital that we all understand and accept our responsibility as team members to comply with all the laws and regulations governing our business and, perhaps most important of all, conduct ourselves in an ethical manner at all times.

This Code of Conduct and Ethics is designed to support our efforts and guide our performance to meet the highest ethical standards in the way we conduct our business day to day. While this Code is intended to provide general guidance and standards as to what is expected of you, it is not intended to substitute for good judgment and knowledge of local laws and regulations. We are all responsible for conducting ourselves in an ethical and lawful manner at all times.

This is more than just a written statement of principles—it is a culture that embodies what we, as individuals and as a company, consider to be our guiding core values. These core values—people first, ownership, impact, no ego, transparency, evidence-based, and risk taking & rapid iteration—must be reflected in everything we do, and serve as the foundation of how we conduct our business across job titles, products, state lines, and borders.

We all take pride in Virta and our collective accomplishments. The ethical and honest manner in which we have competed in the marketplace reflects well upon all of us. However, we must continue to act with integrity and transparency in everything we do, and your understanding of and adherence to this Code is a vital part of that effort.

Onwards and upwards,

Sami Inkinen
Founder & CEO

Introduction

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 of healthcare professionals and their patients. Accordingly, 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.

How to Use this Code

All employees, vendors, contractors and consultants are expected to be familiar with, and to adhere to both 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. These additional policies and procedures include, but are not limited to our Employee Handbook and all amendments, supplements and additions to, or restatements of, such documents as may come into effect from time to time.

Employees who manage and supervise others have an important responsibility to lead by example and maintain the highest standards of behavior. You are responsible for helping your teams understand the requirements of this Code, and the other policies and procedures that are included within our Comprehensive Compliance Program, and how they should best be put into practice. You must promptly report any known, suspected or observed violations of this Code or any other aspects of our Comprehensive Compliance Program of which you become aware. Most importantly, you must ensure that employees understand that business performance is never more important than ethical business conduct.

Consequences of Non-Compliance

Violations of our Code not only damage our Company’s reputation—they may also be illegal. Punishments for misconduct can be severe, including financial penalties, criminal convictions, and exclusion from government reimbursement or other programs. Employees who fail to follow the provisions of this Code or any of our other policies or procedures will be considered to be acting outside of the scope of their employment and thus will be subject to disciplinary action, up to  and  including  termination.

We expect each of our employees to report, through the reporting mechanisms described in this Code, any acts or other matters contrary to this Code of which he or she is aware (and failure to do so could subject such employee to disciplinary or other action). We will investigate all reports made pursuant to this Code, and in any such investigation we will respect the rights of  all involved parties and observe principles of fairness and dignity.

Non-Retaliation

We will not tolerate retaliation against any employee who, in good faith, reports a possible violation or other concern regarding this Code or any other aspect of our Comprehensive Compliance Program. Acting in “good faith” means that you provide all of the information you have and believe you are giving a sincere and complete report. We are committed to ensuring that our employees have the ability to raise concerns or report misconduct without fear of retribution. Accordingly, individuals who take action against a person for making a report or participating in an investigation in good faith will be subject to disciplinary action, up to and including termination. If you think you are being retaliated against, you should report it immediately using the reporting avenues available to you. For additional information, please consult our Whistleblower and Non-Retaliation Policy.

Ensuring Compliance—Available Resources

It is critically important that we provide our employees with effective means of seeking information and advice on ethical and compliance matters as well as a secure and anonymous method of disclosing potential violations.

For questions regarding this Code, including its scope and application, or to report actual or suspected violations of this Code or any law, rule or regulation by Virta or one of its representatives, we urge you to do one of the following: (1) contact your manager or supervisor; (2) contact any member of our Legal, Compliance or Human Resources Departments; (3) call the anonymous Virta Compliance and Ethics Support Line, which is available toll-free, twenty-four hours a day, seven days a week by calling 1-855-222-5149 for English and 1-888-216-1288 for Spanish, or by accessing the web-based version of the Support Line at www.lighthouse-services.com/virtahealth.; or, (4) avail yourself of any other complaint/grievance procedure then in place.

When you report an existing or potential violation, we will initiate an investigation, collect information, analyze the findings and determine appropriate steps to address or resolve any issues that have been identified in accordance with the provisions of this Code and other applicable Virta policies. 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. Representatives should not interfere in the Company’s investigation into any reported conduct, nor should they engage in their own fact-finding. All Virta representatives are also expected to cooperate in the Company’s investigation into reported conduct.

Keep in mind that failure to report an existing or potential violation is itself a violation of this Code. If you have a concern or question, it is important that you promptly raise it.

Our Expectations

Interactions with Healthcare Professionals

In addition to our expectation that all of our representatives comply with all applicable laws governing our business operations, Virta’s requirements for interactions with Healthcare Professionals (HCPs) and Payers are consistent with generally accepted standards within the medical industry for ethical and compliant conduct. This includes a prohibition on kickbacks or the offer or receipt of a payment, reward or anything of value in exchange for a referral of services paid for under a government program.  These laws and standards have been implemented to protect medical decision-making and patient choice from improper inducements.  

We require that our employees who directly or indirectly interact or otherwise engage with HCPs follow certain fundamental principles, including the following:

  • No benefit should be given to HCPs as a reward for or with an explicit or implicit requirement to use, recommend, prescribe or purchase our products.
  • Never, under any circumstances, take into account the potential value or volume of pathology or other referrals that a HCP may refer to Virta when deciding whether or not to pursue a particular course of action with a HCP. This includes decisions regarding bona fide pricing concessions, or whether or not to pursue a consulting contract with a particular HCP.
  • Our 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.
  • We may only enter into contracts or other arrangements with HCPs where we have a genuine need for the services to be provided, the HCP has the expertise to provide such services, and where such contracts/arrangements: (i) are in writing signed by both parties; (ii) provide suitable specificity regarding the services to be provided; (iii) provide for HCP compensation for services that are rendered at fair market value and do not take into account the potential value or volume of referrals or other impermissible considerations; and (iv) are of an appropriate duration. All contracts with HCPs must be approved and signed by the Company’s Legal Department in advance of the HCP providing any services.

Further, certain markets in which we conduct business may have local laws and standards inconsistent with this Code or other aspects of our policies and procedures. We expect that our Employees will maintain sufficient familiarity with applicable law, local standards and industry codes, and our policies, to know when to ask our Legal Department for guidance.

Sales, Marketing and Advertising Activities

We are committed to ensuring that our representatives represent our products 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.

Preventing Bribery and Corruption

As a global company, we are dedicated to ensuring full compliance with all anti-bribery and corruption laws and regulations. These laws include the United States Foreign Corrupt Practices Act (the “FCPA”), the United Kingdom Bribery Act, and other anti-bribery and corruption laws in the local markets in which we conduct business.

We maintain an Anti-Corruption Compliance Policy as part of our Comprehensive Compliance Program that sets forth certain guidelines and principles, including the following:

  • Our representatives may not directly or indirectly offer payments (or anything else of value such as gifts) whether to a government official or any other person to make that individual or the entity they represent act in a manner that will assist us in obtaining or retaining or securing any improper business advantage.
  • Payment of excessive travel and entertainment expenses on behalf of a government official or other person is prohibited as such payments can be considered bribes.
  • Accurate books and records must be kept; falsifying records to conceal a bribe is not allowed and can, of itself, be a criminal offense.

Any transaction, regardless of dollar amount, may give rise to violations of anti-bribery and corruption laws and regulations. Further, the improper activities and conduct of our non-employee representatives can be imputed to us. Thus, it is imperative that each non-employee representative understands applicable bribery and corruption laws and regulations (including their own national laws). Our representatives (both employee and non-employee) are required to be familiar with and to adhere to our Anti-Corruption Compliance Policy.

Fair Competition and Antitrust

We are 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. Antitrust laws are designed to protect the free enterprise system by eliminating artificial restraints on competition that can result from such unethical or deceptive practices. Because antitrust laws and regulations are highly complex, determining what actions are improper often depends on an evaluation of a number of factors, including analysis of relevant markets and numerous other factors. To avoid even the appearance of engaging in unfair methods of competition, you must adhere to the following basic principles:

  • Do not communicate in any manner 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.
  • Refrain from improper contact with competitors’ representatives, as even brief, casual and/or general conversations between you and representatives of our competitors can be considered evidence of an improper agreement.
  • 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 promptly contact our Legal Department.
  • Do not make or provide false, misleading or incomplete statements or materials about any of our competitors or their products or services. Accordingly, do not omit material information required to make a comparison of products or services fair and balanced (e.g., exclusion of outlier or other data that is unfavorable to our products and/or favorable to our competitors’ products).

All representatives should avoid situations that could violate the principles of fair competition, and recognize that agreements with competitors do not have to be in writing in order to potentially violate applicable antitrust and competition laws.

Gathering information about our competitors—often called competitive intelligence—is a legitimate business practice, and helps companies stay competitive in the marketplace. However, we must never use any illegal or unethical means to gather information about other companies. Legitimate sources of competitive intelligence include publicly available information such as news accounts, industry surveys, and competitors’ displays at conferences and trade shows. 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.

Contract Management

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, it is essential that all employees intending to enter into contracts with third parties 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 at legal@virtahealth.com.

Financial Records and Reporting

Accurate and reliable records are crucial to our business. As such, we require honest and accurate recording and reporting of information. All of our 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.

Quality Compliance

We have built a reputation on the quality of our products and services. All representatives must carry out their work precisely, accurately and in conformance with the appropriate policies or procedures. Additionally, all quality records must be maintained in a manner that meets the intent of applicable regulatory requirements.

Billing and Reimbursement

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, which are medically necessary and that 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; and
  • Never submit a claim to any customer, patient, or third party payor that is false, fraudulent, inaccurate, duplicative or fictitious.

Interacting with the Public and/or Media

Unless authorized, 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 the Company’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 Company’s Marketing Department.

Appropriate Workplace Conduct

In addition to acting ethically towards parties outside of the Company, 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.

Avoidance of Conflicts of Interest

No employee may enter into, or otherwise be involved in, a transaction involving a conflict of interest, or that involves the appearance of a conflict of interest. A conflict of interest, or appearance thereof, can arise when an employee takes actions or has interests, either directly or indirectly, that may make it difficult (or make it appear difficult) to perform his or her work for us objectively and effectively. To be clear, service to Virta should never be subordinated to personal gain or advantage, and no employee activity, in the workplace or at home, should hurt our reputation or good name. In addition, employees must not appropriate to themselves, or to any other person or organization, the benefit of any actual or potential business opportunity that relates to the Company’s business without first obtaining the written consent of the General Counsel. Where there is a real or perceived conflict of interest involving a member of our management or executive officer, the matter should be referred to the General Counsel. 

Protection and Proper Use of Company Assets

All employees should protect the Company’s assets and ensure their efficient use. Company assets include, but are not  limited to, confidential information, software, computers, office equipment, manufacturing equipment and supplies. All Company employees must appropriately secure all company property within his or her control to prevent its unauthorized use. All Company assets should be used for legitimate business purposes only. Company employees shall make sure that any use of Company assets that is not solely for the benefit of the Company is approved beforehand through the Company’s General Counsel.

Protection of Confidential and Proprietary Information in the Business Environment

Our confidential information is a vitally important corporate asset. Employees who receive or have access to confidential information should take care to keep this information confidential. 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.

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

Protection of Personal (including Personal Health) Information

We are committed to protecting the confidential personal information of our Employees, as well as the confidential personal information of health care professionals and their patients. It is our policy to comply with all data protection and privacy laws in the countries where we have access to, collect and/or maintain such information, including, without limitation, the provisions   of the Health Insurance Portability and Accountability Act (“HIPAA”) and the Health Information Technology for Economic and Clinical Health (“HITECH”) Act in the United States.

We require that our representatives refrain from disclosing confidential personal information except when authorized in connection with the conduct of Virta business. In particular, 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.

Interacting with Government Programs

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. As such, Virta and its employees will comply with prohibitions on fraud, intentionally submitting false information in order to get a benefit, and waste and abuse, 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.  

Anti-discrimination

Virta is committed to a culture of integrity, ethical business conduct, and compliance with all applicable state and federal laws and regulations. It is our policy not to discriminate on the bases of race, religion, color, national origin, sex, age, martial status, veteran status, gender, gender identify or expression, sexual orientation, genetic information or disability, or other protected category under federal, state or local law. All third parties and their employees are held accountable for compliance.