Exhibit 14.1
WebMD Health Corp.
Code of Business
Conduct
Revised September
2010
To All WebMD Employees,
WebMD has adopted this revised Code of Business Conduct as part
of our continuing efforts to communicate to all of our employees
how we define proper business conduct. As you will see, the
basic principles expressed in our Code of Business Conduct have
not changed much from previous versions. The changes we have
made reflect the evolution of our businesses, changes in laws
and regulations, and our experience in applying this Code during
the past several years.
Please read the Code of Conduct carefully and refer to it often.
The Code will assist you in conducting our business ethically
and in accordance with legal requirements. Ethics is
everyones responsibility at WebMD, and we want all of you
to feel comfortable talking about it, asking questions, raising
issues and encouraging the highest levels of integrity. If there
is something you are unclear about or if you are not sure what
is required in a particular situation, you should ask for help
in thinking it through. Your manager, our Human Resources
Department, our Legal Department, our Compliance Officer and our
senior leadership can all provide guidance to you. If you wish
to raise an issue or ask a question but want to do so
anonymously, you can use the Ethics and Compliance Hotline
described in the Code.
For a company in the public eye, even a single bad decision can
be enough to compromise its reputation. Each of you can
contribute to maintaining the trust and confidence of our
customers, business partners and investors by following both the
letter and spirit of our Code of Conduct.
Wayne T. Gattinella
Chief Executive Officer
Martin J. Wygod
Chairman of the Board
I. GENERAL
STATEMENT OF POLICY
Our
policy is to conduct business in an honest and ethical manner
and in accordance with the laws that apply to us
WebMD1
seeks to be a good corporate citizen and to achieve our business
goals in a manner that enhances our reputation for integrity. In
order to do that, all of our directors, officers and employees
must act in an honest and ethical manner and in accordance with
law. We have instituted this Code of Business Conduct (which we
sometimes refer to as our Code of Conduct or simply as our Code)
as part of our efforts:
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to foster proper business conduct and ethical
decision-making; and
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to prevent unethical or unlawful behavior and to stop any such
behavior as soon as reasonably possible after its discovery.
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This Code of Conduct establishes principles for business conduct
applicable throughout our company, regardless of business unit
or function and regardless of location. Where differences exist
as the result of local customs, norms, laws or regulations and
you find that you must choose between the requirements of the
Code and any other requirements you should choose
whichever sets the highest standard of behavior. If you have any
questions on variations in requirements, you should seek
guidance from your supervisor, your Human Resources Manager, the
Legal Department or any of the contact persons listed in this
Code.
We
expect you to follow this Code of Conduct and to report any
violations you become aware of
Under this Code of Conduct, each of our directors, officers and
employees, regardless of job, title or level of responsibility:
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is responsible for his or her own actions with respect to proper
business conduct and behavior, and
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if he or she sees or becomes aware of unethical or unlawful
activity, is obligated to report such activity immediately to
the Compliance Officer for this Code of Conduct (described in
Section III.C. below), to our General Counsel, to our Chief
Financial Officer or to one of the senior officers in our Human
Resources Department.
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Your supervisor or your Human Resources manager can help you
make the report. See also Section III.B.2 below for
information about reporting violations anonymously through our
Ethics and Compliance Hotline.
We also expect our contractors and consultants to be guided by
these
standards.2
It is the responsibility of the employees retaining and
supervising such persons to make sure that they are aware of
this Code of Conduct and follow its principles in their work for
WebMD.
Violations
of this Code of Conduct will lead to disciplinary
action
To ensure compliance with this Code of Conduct, WebMD will
investigate and take such action as it determines necessary to
protect its best interests. In those cases where violations have
occurred, disciplinary action will be taken ranging
from reprimand to termination. Violators may also be subject to
criminal prosecution or civil lawsuits. It is not an
excuse that a persons questionable conduct was intended to
benefit WebMD or was done with good intentions.
1 References
to WebMD (or we, our or
similar pronouns) in this Code of Conduct mean WebMD Health
Corp. and all of its subsidiary companies.
2 References
to the terms employee and personnel, as
used throughout this Code of Conduct, are generally intended to
include in addition to directors, officers and
employees (full-time and part-time) of WebMD
contractors, consultants and similar persons providing services
at the direction of WebMD. In some cases, implementation of the
principles contained in this Code of Conduct may be different
for third party service providers, depending on the scope and
nature of the services provided. For example, certain
conflicts of interest that would not be acceptable
for an employee may be acceptable for a contractor, depending on
the nature of the specific relationship. Please consult the
Legal Department or the Compliance Officer for guidance.
Code of Business
Conduct Page 2
Violations
of our other policy statements may also be a violation of this
Code of Conduct
We have other policy statements designed to assist WebMD and its
employees in complying with applicable law and meeting
appropriate standards of conduct, including:
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the Policy Regarding Insider Trading, Tipping and Other Wrongful
Disclosures,
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the Communications Policy,
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the Electronic Communications Policy,
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the HIPAA Privacy Policies, and
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the Employee Handbook.
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Failure to comply with those policy statements will, in many
cases, also be a violation of this Code. In addition, our
Finance Department, Legal Department, Human Resources
Department, Information Technology Department and our operating
units have adopted, and may in the future adopt, other written
policies and procedures relating to the conduct of our business,
the documenting of transactions, record keeping, information
technology security, and related matters. Employees must comply
with those policies and procedures and failure to do so will
generally also be a violation of this Code of Conduct.
USE GOOD
JUDGMENT DONT IGNORE YOUR INSTINCTS
FOUR QUESTIONS TO ASK YOURSELF BEFORE ACTING:
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Will my actions meet the letter of the law or rule but
violate its spirit?
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Would my failing to act make the situation worse or allow
a wrong to continue?
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How would my actions look if they were reported on the
front page of the newspaper?
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Would we lose customers if my actions were known to
them?
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FOUR WARNING SIGNS. If you hear yourself or someone else
say:
Everybody does it
Maybe just this once
No one will ever know
It wont matter in the end
STOP and think through the situation carefully, seek
guidance, and take the time necessary to reach the right
result.
Code of Business
Conduct Page 3
II. GUIDELINES
FOR EMPLOYEE CONDUCT
Part II of our Code of Conduct provides guidelines for you
to follow in dealing with some specific ethical and legal
issues. Some of these guidelines are clear rules that you must
follow dos and donts for
specific situations. On the other hand, ethical issues often
involve balancing competing interests and making value
judgments. As a result, many of these guidelines provide general
principles that must be applied by you based on the facts you
are faced with. Sometimes applying those principles will be
easy, and the proper business conduct will be clear. However, we
often face complicated issues, where the right path to take may
not be obvious or where there may be differences of opinion
regarding proper conduct. It is each employees
responsibility to work through those issues, seek appropriate
advice and reach an answer that meets high ethical standards.
The people described below are available to help you do that.
How to
Get Your Questions Answered
Whenever you have questions about the requirements of this
Code of Conduct or how they apply to your job, you should call
one or more of the following persons:
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your manager or supervisor,
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the head of your business unit or department,
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your Human Resources manager or other members of our HR
Department,
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the Compliance Officer, and
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the General Counsel of WebMD or other members of the Legal
Department.
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In addition, for questions relating to financial reporting,
accounting and related matters, you may contact the Chief
Financial Officer of WebMD or other members of WebMDs
Finance Department.
Selected
Contact Information
Our Compliance Officer is Lewis Leicher. He can be reached at
858-759-6008
or
lleicher@webmd.net.
Our General Counsel, who heads our Legal Department, is Doug
Wamsley. He can be reached at
212-624-3862
or dwamsley@webmd.net.
Our Chief Financial Officer is Tony Vuolo. He can be reached
at
212-624-3706
or avuolo@webmd.net.
Our Human Resources Department is led by Patricia White. She
can be reached at
212-624-3851
or pwhite@webmd.net.
Our Chief Technology Officer, who is also our Chief Security
Officer, is William Pence. He can be reached at
646-674-5315
or wpence@webmd.net.
Our Chief Privacy Officer is Mike Glick. He can be reached at
212-624-3776
or mglick@webmd.net.
Code of Business
Conduct Page 4
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A.
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You
may not use funds or assets of WebMD for any unlawful or
unethical purpose or for personal gain
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The use of the funds or assets of WebMD for any unlawful or
unethical purpose, including any political or commercial
bribery, is prohibited. In addition, no person may use his or
her position at WebMD or any funds or assets of WebMD (including
confidential information of WebMD) for his or her personal gain.
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Our policy is to forgo any business that can be obtained
only by making improper or illegal payments or kickbacks
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No payment or gift shall be offered or made to a government
official to influence any discretionary decision by such person
in his or her official capacity. Should any such gifts or
payments be requested, our Legal Department should be contacted
immediately. Giving any gifts even gifts or
entertainment of nominal value to government
officials is highly regulated and often illegal.
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No payment shall be offered or made to an employee or
representative of an existing or potential customer or other
business partner to influence any business decision by such
person. Should any such payments be requested, our Legal
Department or the Compliance Officer should be contacted
immediately.
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In circumstances where it would not violate any other policy of
WebMD or any policy of the recipients organization and
would not create an appearance of impropriety or be considered a
business inducement, you may provide non-monetary gifts or
entertainment in accordance with the policies and procedures and
monetary limits applicable to your business unit and job
responsibilities. Such gifts or entertainment must be reasonable
in cost and frequency and approved by your supervisor. For this
purpose, reasonableness should generally be measured
by considering whether receipt of such gift or entertainment
would be permissible to a similarly-situated WebMD employee
under this Code, if the roles were reversed.
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Business meals with customers or other business partners are
permitted and expenses for those meals will be reimbursed in
accordance with applicable expense reimbursement policies.
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Subterfuge of any kind in making payments or other use of
the assets of WebMD is forbidden
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No payment by a third party on behalf of WebMD may be authorized
with the intention that any part of it is to be used for any
unlawful purpose.
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No payment or other use of assets or funds by WebMD may be
offered or made for a purpose other than that described by the
records supporting the payment.
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You may not accept payments or gifts that obligate you
with respect to matters relating to WebMDs business or
that create an appearance your decision-making would be
improperly influenced
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Gifts of any type or amount may never be solicited from
suppliers, customers or other business partners.
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Any form of a gift that may obligate one of our employees to act
in a particular manner with regard to our business is a bribe
and is not allowed, regardless of its value. In addition, you
may not accept cash gifts, regardless of amount.
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If a supplier, customer or other business partner offers you a
bribe, kickback or other improper payment, you should report the
attempt to the Compliance Officer, to the General Counsel or to
the Chief Financial Officer.
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You may accept gifts of nominal value ordinarily used for sales
promotion (for example, calendars, appointment books, pens,
etc.) and may accept other gifts consistent with local social
and business custom if reasonable in cost and frequency and
reported to your supervisor.
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Ordinary business lunches or reasonable
entertainment consistent with local social and business custom
is also permissible if reasonable in cost and frequency.
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If an employee receives a gift that would not be permitted by
the above guidelines, it must be reported to the employees
supervisor. We may ask the employee to return the gift or, if
return of the gift is not
Code of Business
Conduct Page 5
practical, it may be required to be given to WebMD for
charitable disposition or such other disposition as may be
appropriate. Please note that it is not our desire for our
employees to appear unfriendly or unsociable. However, it is our
policy to avoid any actions that may throw doubt on the
integrity or motivation of our employees or of WebMD.
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Do not advance your personal interests at the expense of
WebMD
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You may not take for yourself any opportunity for financial gain
that you find out about because of your position at WebMD or
through the use of property or information of WebMD, unless the
Chief Executive Officer of WebMD has made a decision to forego
the opportunity (after seeking approval of WebMDs Board of
Directors, if needed).
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See below, under Conflicts of Interest Policy for
additional policies that apply.
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Protect the property and assets of WebMD and ensure their
proper use
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Employees must protect the property and assets of WebMD from
loss, waste, damage or theft and must use them only for
legitimate business purposes.
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Assets of WebMD include funds, investments, facilities,
equipment, proprietary or confidential information, technology,
business plans, ideas for new products and services, trade
secrets, inventions, copyrightable materials and client lists.
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Unless otherwise prohibited by an employees supervisor,
limited and reasonable incidental use of telephone, computer or
similar equipment of WebMD is permitted, so long as it does not
interfere with business use and is in compliance with all other
applicable policies of WebMD.
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Charitable donations of cash, assets or services of WebMD can
only be made if approved by WebMDs Chief Executive
Officer, Chief Financial Officer or General Counsel (after
seeking approval of WebMDs Board of Directors, if needed)
and the required approval must be sought prior to making any
commitment with respect to any such donation.
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Any employee found to be engaging in, or attempting, theft of
any property of WebMD or any personal property of other
employees will be subject to termination and possible civil and
criminal proceedings. All employees have a responsibility to
report any theft or attempted theft to appropriate management.
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See below, under Section II.F., Protection of
Proprietary Information for additional policies that apply.
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B.
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Conflicts
of Interest Policy
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1.
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Failure
to disclose a conflict of interest is a violation of this Code
of Conduct
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WebMD expects its employees to be free from any influence that
is inconsistent with their obligations to WebMD. There are many
types of situations that may result in an employee having a
conflict of interest or a potential conflict of interest with
WebMD. Having a conflict of interest does not necessarily mean
you have done something improper however, the
failure to disclose the conflict of interest is a violation of
this Code of Conduct.
Because there are many different types of conflicts of interest,
there are also many different ways they can be resolved. For
example, if a conflict arises because a family member of a WebMD
employee takes a job with one of WebMDs customers, we can
take steps to make sure that that WebMD employee is not in a
decision-making position with respect to transactions with that
customer. However, those steps cannot be taken unless prompt and
complete disclosure has been made. Disclosure should be made to
the Compliance Officer or the General Counsel.
Code of Business
Conduct Page 6
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2.
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Your
business dealings on behalf of WebMD should not be influenced,
or appear to be influenced, by your personal interests or your
relationships with others
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WebMD expects its employees, in their work for WebMD, to act at
all times in the best interests of WebMD. Accordingly, employees
should remain free from obligations to, or relationships with,
any person or company with whom WebMD does business or competes
that could interfere with that. In addition, as described above,
it is also the duty of employees not to utilize their position
with WebMD for personal advantage or gain.
The rights of our employees will be respected in the conduct of
their personal affairs and investments, provided that such
conduct does not adversely reflect upon WebMD or conflict with
WebMDs interests. Please note that any employee invited to
join a corporate board of directors or similar governing body
(whether for a public or private company and whether for a
for-profit company or other business organization or a
not-for-profit
company or other organization) must obtain the approval of the
General Counsel prior to accepting such position.
Please note that this Conflicts of Interest Policy is directed
only to interests of a business or financial nature. It is not
intended to cover an employees own political, civic or
charitable activities, or individual participation in
professional organizations. However, your supervisors
approval should be secured in advance if there is a possibility
that such outside activities might interfere with the normal
duties and responsibilities of your job or could create the
appearance of a conflict of interest. For additional information
regarding policies applicable to participation in professional
organizations and the approvals required by WebMD relating to
such participation, please see WebMDs Communications
Policy.
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3.
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The
following are examples of conflict of interest
situations:
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While it is not possible to describe all situations and
conditions that might involve a conflict of interest, the
following examples indicate areas where conflicts may arise:
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Financial interests in competitors, customers, vendors, or
contractors. Where an employee, a close
relative of an employee (such as a member of his or her family,
household, in-laws, etc.), or any other person with whom the
employee has a close personal relationship, has a direct or
indirect financial interest in an organization that does
business with or is a competitor of WebMD, a conflict of
interest may exist. Such a conflict is unlikely if the financial
interest consists of holdings of less than one percent of any
class of securities in a widely held public company, or if our
transactions with that corporation would not tend to either
affect the value of its securities or contribute materially to
its earnings. However, depending on the circumstances, a
conflict of interest might exist, even if the amount of holdings
in such corporation is less than one percent, if the employee is
in a position to control or influence our decisions or actions
with respect to a transaction with such corporation. In
addition, if the investment or interest by the employee, close
relative, or any other person with whom the employee has a close
personal relationship, is in a small organization doing business
with WebMD, a conflict of interest is likely in view of the
possible relative importance of the transaction to such an
organization.
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Serving in the management of customers, vendors,
contractors, or competitors. Where an
employee serves as director, officer, or in any other management
or consulting capacity with, or renders other services to
another organization which does or is seeking to do business
with WebMD, or which is a competitor of WebMD, a conflict of
interest will normally exist.
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Transactions with contractors, customers, or vendors of
WebMD. Where an employee, a close relative of
the employee, or any other person with whom the employee has a
close personal relationship, buys, sells, or leases (other than
on behalf of WebMD) any kind of property, facilities, services,
or equipment from or to any person or organization which is, or
is seeking to become, a contractor, customer, or vendor of
WebMD, a conflict of interest may arise.
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Code of Business
Conduct Page 7
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A conflict would not normally exist, however, in cases of
routine personal purchases, sales, or leases made in the
ordinary course from or to a large established company, such as
for the employees personal household needs.
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On the other hand, if the employee, as part of his or her job
responsibilities for us, is in a position to make or influence
decisions pertaining to transactions with such a company, a
potential conflict of interest might exist, depending on the
circumstances, if he or she has any private transactions with
that company.
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Transactions with WebMD. Any proposed
business transaction between WebMD and an employee of WebMD
(other than those relating to the employees employment or
services as an employee), or a close relative of an employee, or
any other person with whom the employee has a close personal
relationship would generally involve or lead to a conflict and
must be fully disclosed to appropriate management in advance and
requires approval by the General Counsel or, in the case of a
member of WebMDs Board of Directors, an executive officer
of WebMD or a Senior Financial Officer of WebMD, approval of the
Audit Committee of WebMDs Board of Directors. The officers
who are Senior Financial Officers of WebMD for
purposes of this Code of Conduct are the principal financial
officer, comptroller or principal accounting officer and persons
performing similar functions.
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Corporate Opportunity. Where an
employee, a close relative of the employee, or any other person
with whom the employee has a close personal relationship
participates in any personal venture or transaction involving
any existing or potential business activity or opportunity
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in which WebMD has an expressed interest or
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is of the type that WebMD would be expected to consider
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a conflict of interest may be present, unless the Chief
Executive Officer of WebMD has made a decision to forego the
opportunity (after seeking approval of WebMDs Board of
Directors if needed).
The above examples are not intended to be an all-inclusive list
of possible conflicts. In addition, there are other situations
which, while not clear-cut conflicts of interest, may be
inconsistent with the high standards of business ethics that our
employees are expected to follow. As noted above, you should
disclose any conflicts of interest or potential conflicts of
interest to the General Counsel or to the Compliance Officer.
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C.
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Policy
Regarding Financial Reporting and Recordkeeping and Related
Internal Controls
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It is our policy that all filings made by WebMD with the
Securities and Exchange Commission and all other public
communications made by WebMD comply with applicable disclosure
laws and regulations and NASDAQ Stock Market listing
requirements, including those relating to accuracy, completeness
and timeliness. The Senior Financial Officers and the Chief
Executive Officer of WebMD have direct responsibility for
compliance with this policy. Certain members of the Legal,
Finance and Investor Relations Departments of WebMD have job
responsibilities specifically related to those disclosure
requirements and work closely with the Senior Financial Officers
and the Chief Executive Officer to assist them in meeting their
responsibilities. In addition, all employees are expected to
support these efforts, including by providing prompt and
accurate answers to inquiries from these officers and employees
relating to disclosure requirements, and are required to act in
accordance with the following policies:
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Unauthorized
transactions and illegal or improper recordkeeping are not
permitted
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Business transactions shall be reported promptly and accurately
in order to permit the preparation of accurate financial and
other records.
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Business transactions shall be executed only by employees
authorized to do so.
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Business transactions shall be evidenced by full and complete
written agreements in accordance with policies and procedures
approved by the Legal Department and the Finance Department.
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Code of Business
Conduct Page 8
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Acquisitions or dispositions of assets and other transactions
are permitted only with authorization by the appropriate
management levels.
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Employees are prohibited from knowingly making untrue or
misleading statements to our independent auditors or internal
auditors or causing anyone else to do so and no employee may
seek to improperly influence, directly or indirectly, the
auditing of our financial records.
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Data transmitted
and/or
stored electronically by WebMD shall be protected from errors,
disasters, misuse, unauthorized access, and fraud.
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2.
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No
employee may create or participate in the creation of any
records that contain false information or that are intended to
mislead anyone or conceal anything that is
improper.
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To ensure that records accurately and fairly represent all
business transactions:
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All assets and transactions must be recorded in normal books and
records.
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No unrecorded funds shall be established or maintained for any
purpose.
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All expense reports must accurately reflect the true nature of
the expense.
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Oral and written descriptions of transactions, whether completed
or contemplated, provided to those responsible for the
preparation or verification of financial records must be
accurate.
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If an employee becomes aware of any improper accounting or
financial reporting practice or any improperly recorded or
documented transaction, he or she should report the matter
immediately to the Chief Financial Officer or General Counsel,
or to the Compliance Officer or to one of the senior officers in
our Human Resources Department. See also Section III.B.2
below, for information about reporting anonymously through our
Ethics and Compliance Hotline.
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D.
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Policy
Regarding Governmental Investigations
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It is our policy to cooperate with government investigations
involving WebMD. However, WebMD should have the opportunity to
be adequately represented in such investigations by its own
legal counsel. Accordingly, if employees obtain information that
would lead them to believe that a government investigation or
inquiry is underway, this information should be communicated
immediately to the Legal Department. Sometimes, it is difficult
to tell when a routine government audit or inspection graduates
into a government investigation. We must rely on the common
sense and alertness of our employees for making this important
determination. If in doubt, employees should consult with the
Legal Department.
Appropriate handling of government investigations is very
important for WebMD, its management, and for all employees. Many
federal laws regulating the conduct of our business (including
antitrust, securities, privacy, OSHA, environmental, tax, and
financial laws) contain civil and criminal penalties. The
criminal penalties may apply to the corporation and to those
individuals within a company who actually took the actions that
violated the law or failed to take actions required by law. In
some government investigations, WebMDs lawyers can protect
the interest of both WebMD and its employees. In some cases,
there may be a conflict of interest between WebMD and individual
employees, and individual employees may need their own legal
counsel.
Employees should never, under any circumstances:
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destroy or alter any documents in anticipation of a request for
those documents from any government agency or a court,
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lie or make any misleading statements to any government
investigator, or
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attempt to cause any other company employee, or any other
person, to fail to provide appropriately requested information
to a government investigator or to provide any false or
misleading information.
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Code of Business
Conduct Page 9
The law guarantees all of us a right to be represented by legal
counsel during any investigation or inquiry by any government
agency. In view of the extremely technical nature of these
government investigations, we feel that WebMD should be
represented and that all of our employees should be made aware
of the opportunity for such representation. This applies any
time any government investigator wants to ask questions about
individual employee activities. Employees also have this right
if the questions are asked off company property such
as at your home during the evening. There is no reason any
individual should not be allowed sufficient time to consult with
legal counsel before answering questions from governmental
investigators that may subject that employee to individual
criminal or civil liability.
If a government inquiry arises through the issuance of a written
subpoena or written request for information (such as a Civil
Investigative Demand), such request should immediately, before
any action is taken or promised, be submitted to our Legal
Department.
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1.
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Know,
respect and comply with all laws, rules and regulations
applicable to the conduct of WebMDs
businesses
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Many laws and regulations apply to WebMD and its businesses.
Responsibility for compliance with law is part of
everyones job description. This section of the Code of
Conduct is intended to highlight some of the legal issues that
confront us. Many of the laws applicable to WebMD and its
businesses are complex and evolving. WebMD does not expect all
employees to be experts on these laws but we do
expect you to:
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make the effort to understand the laws and company policies that
apply to your specific job responsibilities,
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review educational materials provided to you and participate in
all required training programs, and
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ask questions of and seek advice from our Legal Department and
be guided by the advice received.
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The remainder of this section discusses some specific laws that
apply to WebMD or to some or all of WebMDs businesses.
2. Privacy Laws. In the
course of business, WebMD may come into the possession of
individually identifiable health information or other
confidential information of individuals. This is an area that is
highly regulated, with evolving legal standards that place
various obligations on WebMD and its employees regarding
maintenance of the confidentiality of such information.
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Our HIPAA Privacy Policies govern how we use and disclose
certain kinds of health information that is protected under the
Health Insurance Portability and Accountability Act of 1996
(HIPAA) and its implementing Privacy Rule regulations.
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In addition, we may be subject to additional contractual
obligations with respect to maintaining the confidentiality of
such information.
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Finally, we have Privacy Policies posted on our Web sites that
set forth standards regarding our use of information collected
through those sites.
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Whenever a question arises as to the application of privacy laws
or regulations, employees should seek advice from our Chief
Privacy Officer or other attorneys in the Legal Department and
be guided by the advice received.
3. Antitrust Laws. The
objective of the antitrust laws and other laws governing
competition is to promote vigorous competition by prohibiting
competitors from sharing certain information or working together
in certain ways that reduce competition. Our policy is that all
personnel comply with all applicable antitrust laws and other
laws governing competition. Employees should consult with the
Legal Department whenever any question arises as to the possible
application of the laws governing competition and be guided by
the advice received.
Code of Business
Conduct Page 10
You should be aware that serious legal consequences, including
in some cases criminal fines and penalties, may result from
agreements or understandings with competitors, including any
such agreements:
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to set or control prices,
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to allocate customers or territories,
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on bidding terms or whether or not to submit a bid for
particular business or types of business, and
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to boycott customers or suppliers.
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Certain other types of communications with competitors and
certain ways of working together with competitors are permitted
under the antitrust laws, but you should consult with a member
of the Legal Department before any meetings or discussions with
competitors and should report back to the Legal Department on
the substance of any meetings or discussions that are held. An
example of the type of action that generally is permitted, under
Legal Department supervision, is participation by appropriate
employees as our representatives in industry associations or
trade groups.
4. Anti-Kickback Laws. In
the United States, there are federal and state healthcare laws
called Anti-Kickback Laws that prohibit the offering of anything
of value to a person that is intended to influence that person
to recommend or purchase a healthcare product or service that
may be reimbursed by Medicare or Medicaid or state healthcare
benefit programs. This is to ensure that a healthcare
providers decision about a choice of treatment or product
for his or her patient not be influenced by motives of personal
gain or enrichment. This law may apply to some of our
businesses, either directly or through our relationships with
customers, suppliers or other business partners. It is our
policy to cooperate with our customers in their efforts to
comply with law. Whenever a question arises as to the
application of healthcare laws or regulations and whenever a
customer, supplier or other business partner seeks our
assistance in their compliance efforts, employees should seek
advice from the attorneys in the Legal Department and be guided
by the advice received.
5. Other Healthcare Laws. There
are various other healthcare laws that may apply to our
businesses, either directly or through our relationships with
customers. These laws cover areas that include:
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reducing fraud and abuse in federal healthcare programs
(Medicare and Medicaid),
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eliminating the improper influence of financial incentives on
medical judgment,
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protecting patients and improving the quality of healthcare
services, and
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reducing the cost of healthcare.
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It is our policy to cooperate with our customers, suppliers and
other business partners in their efforts to comply with law.
Whenever a question arises as to the application of healthcare
laws or regulations and whenever a customer, supplier or other
business partner seeks our assistance in their compliance
efforts, employees should seek advice from the attorneys in the
Legal Department and be guided by the advice received.
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F.
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Protection
of Proprietary Information
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Proprietary information developed or acquired by WebMD and not
freely available to others is a valuable asset that must be
protected against theft or inadvertent loss. Improper disclosure
could destroy the value of such information to WebMD and
substantially weaken WebMDs competitive position.
Various types of proprietary information include trade secrets,
as well as other technical, financial, and business information,
which WebMD either wishes to keep confidential or is under an
obligation to keep confidential. For example, such proprietary
information may concern products or services developed or being
developed by WebMD, research results, cost data, marketing
strategies, financial budgets, and long range plans. All such
information, at the time of development or acquisition, should
be clearly identified and marked Confidential and
the information and any copies (whether physical or electronic)
should be managed and kept in a manner designed to protect them
from accidental or unauthorized disclosure.
Code of Business
Conduct Page 11
For protection of WebMDs proprietary information, we
necessarily rely primarily on the loyalty, integrity, good
faith, and alertness of WebMD employees. The understanding of
this relationship is confirmed by requesting execution of an
agreement containing non-disclosure obligations and other
provisions designed to protect WebMDs proprietary
information. Upon leaving WebMD, the obligation to safeguard
WebMDs proprietary information continues.
The disclosure of WebMDs proprietary information to
persons outside WebMD must be limited to those who have a strict
need-to-know;
that is, WebMDs need for the outside parties to know.
Unless the Legal Department has specifically authorized making
an exception, no disclosure of proprietary information may be
made until the outside party has signed a written
Confidentiality Agreement or other similar written agreement, in
a form approved by the Legal Department, that imposes an
obligation on the outside party neither to disclose nor use the
information in an unauthorized manner.
Even within WebMD, the disclosure of proprietary information
should be limited to those employees who have a need for the
information in order to fully perform their jobs.
The Legal Department is available to assist employees in the
legal aspects of protecting our proprietary information.
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G.
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Corporate
Political Activity
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It is WebMDs policy to comply fully with applicable laws
regulating corporate political activities. Accordingly, you may
not, without the prior written consent of WebMDs General
Counsel, use any WebMD assets (including time at work, use of
WebMD premises or equipment, or direct monetary payments) for
political contributions or activities in any location or for any
political office or ballot measure. The political process is
highly regulated. You should consult with our Legal Department
before doing anything that could be construed as involving WebMD
in any political activity.
It is against WebMD policy, and may also be illegal, for any
employee to include, directly or indirectly, any political
contribution that the employee may make on the employees
expense report or in any other way that causes WebMD to
reimburse the employee for that expense. In general, the cost of
fund-raising tickets for political functions are considered
political contributions. Therefore, including the cost of any
such fund-raising dinner on an expense report, even if business
is, in fact, discussed at such a dinner, is against WebMD policy
and possibly illegal.
WebMD recognizes that, in order for political systems to
function properly, participation by citizens in civic and
political affairs is a necessary and desirable undertaking. In
this regard, it is WebMDs policy to encourage employees to
participate in the political process on an individual basis, to
be informed on public issues and on the positions and
qualifications of public officials and candidates for public
office, and to support, with their own money and on their own
time, candidates and parties of their choice.
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H.
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Relations
with Governmental Bodies and Agencies and their Officials (and
Former Officials)
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Doing business with federal, state and local government agencies
is subject to specific rules and regulations. These include
numerous federal, state and local laws and regulations relating
to control of the process of public procurement. Procurement
laws and regulations generally have four basic purposes:
(1) to obtain the best possible products and services at
the best value; (2) to encourage competition based on
specifications and evaluation criteria that allow interested
suppliers to respond; (3) to eliminate waste, fraud, and
abuse; and (4) to promote full and open competition. It is
our policy not to engage in any activities that could impair the
fairness of governmental procurement processes. All employees
involved in business or potential business with a governmental
body or agency must know and abide by the specific rules and
regulations covering business relations with those public
agencies.
All employees must also conduct themselves in a manner that
avoids any dealings which might be perceived as attempts to
improperly influence public officials in the performance of
their official duties and must not attempt to induce government
personnel to do anything they are prohibited from doing. As
stated in Section II.A. above, this Code of Conduct
prohibits offering or making any payment or gift to a government
Code of Business
Conduct Page 12
official to influence any discretionary decision by such person
in his official capacity. Employees should deal with government
representatives in an atmosphere of openness. Meetings should
generally be scheduled in normal business locations and at
normal business hours under circumstances that could not be
interpreted to imply concealment.
In addition, there are laws that restrict companies that do
business with governmental agencies from hiring as an employee
or retaining as a consultant any employees of those and other
governmental agencies (other than certain lower-level
governmental employees). These laws also prohibit informal
arrangements for possible future employment under certain
circumstances. Therefore, written clearance must be obtained
from the Legal Department before discussing possible future
employment by WebMD with any current government employee
(even if the discussion is initiated by the government employee)
and before hiring or retaining any former government employee
who left the government within the past two years.
The process of doing business with governments and their
agencies is highly regulated and any violation of these laws and
regulations may subject WebMD to criminal prosecution and may
have other serious consequences for WebMD, both with respect to
the specific relationship where the violation occurred as well
as in our relationships with other governmental agencies. The
Legal Department is available to assist our employees in
complying with the rules and regulations applicable to relations
with governmental bodies and agencies and their officials.
There are also laws and regulations that may affect the
eligibility of WebMD for certain business with governmental
bodies or agencies because of actual or potential conflicts of
interest. Conflicts of interest may occur, for example, when the
degree of access to government information or participation in
the analysis or development of a governmental requirement
reaches a level that places a particular government contractor
at an unfair competitive advantage in bidding for that business.
Such conflicts of interest can result in bid disqualifications
and possible civil or criminal action. Various actions,
including the sharing of certain information between our
business units or particular groups of employees within a
business unit, may have adverse consequences under these laws
and regulations. The Legal Department is available to assist our
businesses and employees in complying with these laws and
regulations and in structuring our business activities to avoid
conflicts of interest when possible and in complying with any
related requirements for making disclosure to government
agencies of actual or potential conflicts of interest.
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I.
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Economic
Sanctions and Trade Embargoes
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The United States government uses economic sanctions and trade
embargoes to further various foreign policy and national
security objectives. It is our policy to abide by the terms of
all economic sanctions or trade embargoes that the United States
has adopted, whether they apply to foreign countries, political
organizations or particular foreign individuals and entities.
Inquires regarding whether a transaction on behalf of WebMD
complies with applicable sanction and trade embargo programs
should be referred to the General Counsel. In addition,
inquiries regarding any available exemptions that WebMD may wish
to seek in specific cases, if permitted under applicable law or
regulation, should be referred to the General Counsel.
Code of Business
Conduct Page 13
III. COMPLIANCE
AND ENFORCEMENT
We may require certification, from time to time, from some or
all of our employees regarding their compliance with this Code
of Conduct, including their compliance with respect to
disclosure requirements set forth in Section II.B above for
conflicts of interest. We rely on the accuracy and completeness
of these certifications. If you are asked to provide a
certification, please make sure to complete the form carefully
and sign and return it promptly.
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B.
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Reporting
Violations of this Code of Conduct
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1.
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Reporting
known or suspected violations of this Code of Conduct or any
legal or ethical obligations is the responsibility of every
employee
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If you suspect or believe that another employee (including
part-time and temporary employees), consultant or contract
worker, or one of our businesses is violating the law, this Code
of Conduct or our other company policies or is engaging in
activities on our behalf that could damage our reputation, you
must report this to the Compliance Officer, the General Counsel,
the Chief Financial Officer or one of the senior officers in our
Human Resources Department. In addition, you are encouraged to
raise any other issues or concerns you may have relating to
compliance matters and ethical business practices, whether or
not specifically addressed in our formal policies. Do not
assume that senior management already knows or that
someone else will make the report. Your supervisor or your
Human Resources manager can help you make the report.
All reports shall be treated confidentially to the extent
possible consistent with fair and rigorous enforcement of this
Code of Conduct. We understand that you may find it difficult to
report suspected violations by those you work with; however, we
must take steps to prevent and detect criminal or unethical
conduct in order to avoid jeopardizing the welfare of WebMD and
its employees, customers and investors. Please note that you
should not conduct your own investigation of any suspected
violation without the prior authorization by the General
Counsel. Instead, immediately report your suspicions to the
Compliance Officer, the General Counsel, the Chief Financial
Officer or one of the senior officers in our Human Resources
Department. Any reports that relate to accounting, auditing,
internal auditing, financial reporting, disclosure practices, or
securities law matters will be presented to the Audit Committee
of the Board of Directors of WebMD.
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2.
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You
may make reports anonymously if you choose to do
so
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We have retained an independent company to host an Ethics and
Compliance Hotline that allows you to make reports anonymously
by telephone to the following toll-free number:
888-738-1853
The Hotline is available 24 hours a day, 7 days a
week, from any location in the United States, Canada and Puerto
Rico and interpreters are available on the Hotline. You do not
need to give your name to use the Hotline. However, you should
try to provide enough information about the incident or
situation to allow the WebMD to investigate it properly and the
Hotline operators will help you do that.
You may also make anonymous reports by writing to the Compliance
Officer at the address provided below. Any reports made to the
Compliance Officer or through the Hotline that relate to
accounting, auditing, internal auditing, financial reporting,
disclosure practices, or securities law matters will be
presented to the Audit Committee of the Board of Directors of
WebMD.
Code of Business
Conduct Page 14
Heres what happens when you call the Ethics and
Compliance Hotline (toll-free at
888-738-1853):
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You are greeted by a friendly Interviewer, who documents
the situation with you in detail. You dont have to give
your name and your call is not recorded.
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The Interviewer assigns a report number to you and asks
you to call back on a scheduled future date and to identify
yourself, at that time, with the report number (not your
name).
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The information you reported is relayed to WebMDs
Compliance Officer to investigate your concern.
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Using the report number and scheduled call back date given
to you by the Interviewer, you call for the
follow-up.
You may be asked additional questions provided to the
Interviewer by WebMD and asked to add any new information you
may have at that time.
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3.
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Non-Retaliation
Policy
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Our commitment to conducting business in accordance with legal
and ethical obligations requires an environment that allows
employees to report known or suspected violations without fear
of retaliation or retribution. No employee should be discouraged
from using any available channel to raise his or her concerns.
It is our intent to foster an environment where employees will
choose whichever method they are most comfortable with to
communicate their concerns.
NON-RETALIATION
POLICY
We are committed to providing a workplace conducive to open
discussion of our business practices. It is our policy to
protect employees who make reports, in good faith, of potential
violations of our Code of Business Conduct, the policies in our
Employee Handbook, other company policies or applicable law. In
addition, it is our policy to comply with all applicable laws
that protect employees against unlawful discrimination or
retaliation by their employer as a result of their lawfully
reporting information regarding corporate fraud or other
violations of law by WebMD or its employees.
Any employee who retaliates against another employee for
reporting problems will be subject to disciplinary action, which
may include termination of employment. If an employee
believes that he or she has been subjected to any action that
violates this Non-Retaliation Policy, he or she should report
that to the Compliance Officer, the General Counsel, the Chief
Financial Officer or the Human Resources Department. This
Non-Retaliation Policy applies even if an allegation that was
made in good faith ultimately turns out to be groundless.
However, employees who file reports or provide evidence that
they know to be false or without a good faith belief in the
truth of such information will not be protected by this
Non-Retaliation Policy and may be subject to disciplinary
action, including termination of their employment.
The Board of Directors of WebMD has appointed a Compliance
Officer to assist in the implementation of this Code of Conduct.
The current Compliance Officer is Lewis Leicher, an Assistant
General Counsel. He can be reached at
858-759-6008.
You may also reach him at lleicher@webmd.net or by
writing to: WebMD Health Corp., 16092 San Dieguito Road,
P.O. Box 676306, Rancho Santa Fe, CA
92067-6306.
Code of Business
Conduct Page 15
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D.
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Amendments,
Waivers and Interpretations
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While many of the policies set forth in this Code of Conduct
must be strictly adhered to and no exceptions allowed, in other
cases, some waivers or exceptions may be possible. For example,
a minor conflict of interest can sometimes be resolved simply by
disclosing the possible conflict to all interested parties and
making sure the person with the conflict is not involved in
decision-making in areas of conflict.
Any employee who believes that an exception to any of these
policies is appropriate in his or her case should contact his or
her immediate supervisor first. If the immediate supervisor
agrees that an exception is appropriate, you should contact the
Compliance Officer, who will coordinate seeking the approval of
the General Counsel or, in the case of an executive officer or a
Senior Financial Officer, the approval of the Audit Committee of
the Board of Directors of WebMD.
The General Counsel is responsible for interpreting and applying
this Code of Conduct to specific situations in which questions
may arise and granting any waivers, except with respect to
interpretations, applications and waivers involving executive
officers, Senior Financial Officers or directors of WebMD, for
which the Board of Directors or, to the extent permitted by law
or the listing standards of The NASDAQ Stock Market, the Audit
Committee of the Board or another duly authorized committee of
the Board shall be responsible. To the extent required by law or
the listing standards of The NASDAQ Stock Market, any such
waivers for Senior Financial Officers, executive officers or
directors of WebMD shall be disclosed publicly.
This Code of Conduct may be amended by action of the Board of
Directors of WebMD or the Audit Committee of the Board or by
another authorized committee of the Board of Directors. To the
extent required by law or the listing standards of The NASDAQ
Stock Market, any such amendments shall be disclosed publicly.
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E.
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Investigation
of Suspected Violations
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WebMDs policy allows the use of any lawful method of
investigation that WebMD deems necessary to determine whether a
person has violated applicable law, this Code of Conduct or
other policies of WebMD or has otherwise engaged in conduct that
interferes or adversely affects their business. All employees
are expected to cooperate in the investigation of any such
alleged violation. It is imperative, however, that even a
preliminary investigation of any suspected violation NOT be
conducted without consulting with the Compliance Officer or
seeking the assistance and guidance of the General Counsel.
Following the completion of the investigation, appropriate
members of senior management will determine appropriate action.
Violations of this Code of Conduct will result in disciplinary
action, which may include termination, reprimands, warnings,
suspensions with or without pay, demotions, or salary
reductions. Violators may also be subject to civil or criminal
prosecution. Disciplinary actions may also extend to a
violators manager if we determine that the violation
involved the participation of the manager or resulted from the
managers lack of diligence in enforcing compliance with
this Code of Conduct.
We will document disciplinary actions taken against our
personnel for violations of this Code of Conduct. Such
documentation will be included in the individuals
personnel files. In reviewing the appropriate disciplinary
action imposed for a violation of this Code of Conduct, senior
management shall take into account the following factors:
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the nature of the violation and the ramifications of the
violation to WebMD,
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whether the individual was directly or indirectly involved in
the violation,
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whether the violation was willful or unintentional,
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whether the violation represented an isolated occurrence or a
pattern of conduct,
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Code of Business
Conduct Page 16
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whether the individual in question reported the violation,
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whether the individual withheld relevant or material information
concerning the violation,
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the degree to which the individual cooperated with the
investigation,
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if the violation consisted of the failure to supervise another
individual who violated this Code of Conduct, the extent to
which the circumstances reflect inadequate supervision or lack
of due diligence,
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if the violation consisted of retaliation against another
individual for reporting a violation or cooperating with an
investigation, the nature of such retaliation, and
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the individuals past violations, if any.
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Code of Business
Conduct Page 17