The Board of Directors of CorVel Corporation (“CorVel” or the “Company”) has established this Code of Ethics (the “Code”) as a guide for all directors, officers, employees and certain agents and contractors in making legal and ethical business decisions when conducting Company business and performing day-to-day duties on behalf of the Company. CorVel is committed to the highest standards of legal and ethical business conduct, and seeks to foster an environment of awareness where the prompt reporting of unethical or illegal behavior, or violations of our corporate policies, is protected, encouraged and dealt with fairly. We expect directors, officers and employees at every level to conduct themselves in full compliance with all legal and ethical obligations, and to avoid even the appearance of improper behavior.
This Code does not cover every issue that may arise, but is intended to provide a basic summary of the legal, ethical and regulatory principles that should guide the conduct of our directors, officers and employees. We encourage our directors, officers and employees to read all of our other policies in conjunction with this Code to gain a full understanding of their responsibilities. Nothing in this Code is intended to alter the existing legal rights and obligations of the Company or any of its directors, officers or employees.
A failure to fulfill responsibilities under this Code may result in disciplinary action, up to and possibly including immediate termination.
This Code requires at a minimum:
The Company recognizes and respects the right of its directors, officers and employees to engage in outside activities, which they may deem proper and desirable, provided that these activities do not impair or interfere with the performance of their duties to the Company or their ability to act in the Company’s best interest. Our directors, officers and employees should not be involved in any activity that creates or gives the appearance of a conflict of interest. A “conflict of interest” exists when a person’s private interest interferes in any way with the interests of the Company. A conflict situation can arise when a director, officer or employee takes actions or has interests that may make it difficult to perform his or her work for the Company objectively and effectively. Accordingly, directors, officers and employees are prohibited from taking for their own personal gain opportunities that are discovered through the use of the Company’s property, information or position, without the consent of disinterested members of our Board of Directors.
A conflict situation may even arise when a director, officer or employee has a financial interest, including significant stock ownership, in any entity with which we do business, or provides service to or otherwise operates an outside business whose demands interfere with such person’s responsibilities to us. Conflicts of interest also may arise when a director, officer or employee, or members of his or her family, receives improper personal benefits as a result of his or her position in the Company. Loans to, or guarantees of obligations of, directors, officers or employees, or their family members, by the Company or any entity with which we do business, may create conflicts of interest.
It is almost always a conflict of interest for a director, officer or employee to have other duties, responsibilities or obligations that run counter to his or her duty to the Company, such as working or providing service simultaneously for a competitor, customer, supplier or other business. The best policy is to avoid any direct or indirect business connection with the Company’s customers, suppliers or competitors, or with any other outside business, except on behalf of the Company.
Directors, officers and employees should notify in writing the appropriate person or persons identified in Section VII of this Code of the existence of any actual or potential conflict of interest.
Our directors, officers and employees are entrusted with our confidential information and with the confidential information of our suppliers, customers or other business partners. Confidential information includes all non-public information that might be of use to competitors, or harmful to the Company or its customers, if disclosed. This information may include without limitation: (1) trade secrets, patents, trademarks, copyrights and other proprietary information and ideas; (2) operational, technical or scientific information about current and future products, services or research; (3) business, marketing or service plans or projections; (4) earnings and other confidential internal financial or personnel data of suppliers, customers or other business partners or investors and our personnel data if obtained from confidential personnel files; (5) supply and customer lists; and (6) other non-public information that, if disclosed, might be of use to our competitors, or harmful to our suppliers, customers or other business partners. This information is our property, or the property of our suppliers, customers or business partners, and in many cases was developed at great expense. Directors, officers or employees must not discuss or disclose confidential information with, in the presence of, or to any unauthorized persons, including family members and friends, and must not use confidential information or other Company property or resources for personal gain, for the personal benefit of anyone else or for anything other than our legitimate business purposes.
These obligations are fully described in our Confidentiality/Non-Solicitation Agreement that we require all directors, officers and employees to execute upon commencement of service to the Company.
We require our directors, officers and employees to deal honestly and fairly with, and respect the rights of, our customers, suppliers, competitors, and other third parties. Stealing proprietary information, possessing trade secret information that was obtained without the owner’s consent or inducing such disclosures by past or present employees of other companies is prohibited. Each director, officer and employee should endeavor to make our contracts, advertising, literature and other public statements on behalf of the Company clear and precise and to eliminate any misstatement of fact or misleading impressions. No director, officer or employee should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair-dealing practice.
No bribes, kickbacks or any other form of improper payment, direct or indirect, should ever be offered, given, provided or accepted by any director, officer or employee, their family members or agents. In addition, no gifts, favors or business entertainment should ever be offered, given, provided or accepted by any director, officer or employee, their family members or agents, unless it: (1) is not a cash gift; (2) is consistent with customary business practices; (3) is of nominal value; (4) cannot be construed as a bribe or payoff; and (5) does not otherwise violate our corporate policies or any laws or regulations.
Competition laws generally govern relationships between the Company and its competitors. CorVel is committed to obeying both the letter and spirit of these laws, which are often referred to as antitrust, consumer protection, competition or unfair competition laws. Noncompliance with these laws can have extremely negative consequences for the Company, including long and costly investigations and lawsuits, substantial fines, damages and adverse publicity. Understanding the requirements of the laws of the jurisdictions where the Company does business can be difficult, so employees are urged to seek assistance from their supervisor or the Vice President of Legal Services, whenever they have a question relating to these laws.
We require honest and accurate recording and reporting of information. All of our books, records, accounts and financial statements must be maintained in reasonable detail, accurately and fairly reflect our transactions, not contain false or misleading entries, comply with generally accepted accounting principles at all times and conform both to applicable legal requirements and to our system of internal accounting controls. Unrecorded or “off the books” funds or assets should not be maintained unless permitted by applicable law or regulation. No director, officer or employee may cause the Company to enter into a transaction with the intent to document or record it in a deceptive or unlawful manner.
We maintain a system of internal accounting controls designed to provide reasonable assurances to our management that all transactions are properly recorded and that material information about the Company is made known to management, particularly during the periods in which our periodic reports are being prepared. We expect our directors, officers and employees to notify our Chief Financial Officer in writing of any: (1) material information or unreported transactions that affect the disclosures made in our public filings; (2) information concerning significant deficiencies and material weaknesses in the design or operation of our internal control over financial reporting which are reasonably likely to adversely affect our ability to record, process, summarize and report financial information; and (3) fraud, whether or not material, that involves management or other employees who have a significant role in our internal control over financial reporting.
Directors, officers and employees should avoid exaggeration, guesswork, and inaccurate characterizations of people and companies in their e-mail, correspondence, internal memos, reports and other records and communications, as these things often become public and can be easily misunderstood. Records always should be retained or destroyed according to our record retention policies. No director, officer or employee should communicate to the public any nonpublic confidential business information except through our Chief Executive Officer or Chief Financial Officer.
Our corporate policies have been created to ensure that our directors, officers and employees comply with applicable laws and governmental regulations. We expect our directors, officers and employees to respect and obey the law, both in letter and spirit. Reading and understanding our general corporate policies is a good start to learning some of the laws, rules and regulations that govern our lives.
By following these policies, our directors, officers and employees can fulfill our commitments to, among other things: (1) maintaining a safe and healthy work environment; (2) promoting a workplace that is free from unlawful discrimination or harassment based on race, color, creed, religion, age, sex, genetic information, national origin, ancestry, citizenship status, disability, military service, veteran status or any other classification protected by applicable federal, state, and local laws and ordinances; (3) supporting fair competition and laws prohibiting restraints of trade and other unfair trade practices; (4) conducting our activities in full compliance with all applicable environmental laws; (5) keeping the political activities of our directors, officers and employees separate from our business; (6) prohibiting any direct or indirect illegal payments, gifts, favors or gratuities to any government officials, candidates or political parties; (7) prohibiting the unauthorized use, reproduction, or distribution of any third party’s trade secrets, copyrighted information or confidential information; (8) prohibiting the sale or export, either directly or through our representatives, of our products to countries where technology related goods such as ours may not be sold; and (9) complying with all applicable state and federal securities laws.
Our directors, officers and employees are prohibited from trading CorVel securities while in possession of material, nonpublic (“inside”) information about the Company. Our Insider Trading Policy (see Policy 203) describes the nature of inside information and the related restrictions on trading.
We encourage our directors, officers and employees to seek advice regarding the details of the policies, laws, rules and regulations with which they must comply, by submitting a written request to our Vice President of Legal Services.
We hold all directors, officers and employees individually responsible for carrying out and monitoring compliance with this Code. Directors and officers should immediately report in writing any known or suspected illegal or unethical behavior to the Chair of our Audit Committee. Employees who are not directors or officers should immediately report in writing any known or suspected illegal or unethical behavior to their Regional Vice President, our Vice President of Legal Services or the Chair of our Audit Committee.
When in doubt, we encourage directors, officers and employees to seek counseling about the best course of action to take in any particular situation. Directors, officers and employees may contact our Vice President of Legal Services in writing with any questions or concerns about this Code or a business practice. If your complaint or question concerns accounting, internal accounting controls or auditing matters, or financial fraud, securities fraud or other securities law violations, and you wish to submit these complaints, concerns or questions anonymously, you may do so by following the procedures set forth in our Policy Regarding Accounting and Auditing Matters (see Policy 112).
If anyone feels uncomfortable reporting potential or actual violations to the person or persons identified in this Code, he or she may instead report those matters in writing to any member of our Audit Committee or by contacting our Ethics Hotline at 1-844-201-9818 or www.corvel.ethicspoint.com. Such member will identify and forward the violation report to the appropriate person or persons, not involved in the matter giving rise to the violation, who have sufficient status and authority within the Company to adequately deal with the violator of the Code. The names, addresses and telephone numbers of these individuals are listed at the end of our Policy regarding Accounting and Auditing Matters (see Policy pg. 112). Any questions or reported violations will be addressed immediately and taken seriously.
The person or persons to whom a potential or actual violation is reported or forwarded will promptly investigate any such violation and will oversee an appropriate response, including corrective action and preventative measures, involving the Chair of our Audit Committee or Chief Executive Officer when required. While confidentiality cannot be guaranteed, confidentiality will be maintained to the extent possible in conducting internal investigations, and where action is warranted, in carrying out disciplinary measures.
It is our policy to not allow reprisal or retaliation of any kind against a director, officer or employee who acts in good faith in reporting any known or suspected illegal or unethical behavior or violations of this Code, or who asks any questions regarding this Code or appropriate actions in light of the Code. We do, however, expect all directors, officers and employees to fully cooperate in internal investigations of misconduct under this Code.
The Company will have an appropriate response to directors, officers and employees whose actions are found to violate the Code. Disciplinary actions may include, at the Company’s sole discretion, verbal or written reprimand, suspension of employment with or without pay, immediate termination of employment, or any other disciplinary action or combination of disciplinary actions deemed appropriate under the circumstances.
Certain violations of this Code may give rise to civil liability or criminal prosecution by governmental authorities and others. Where it appears that laws have been violated after a reasonable investigation, the Company may deem it appropriate to report such violations to the appropriate authorities. When the conduct that resulted in a violation of the Code has also resulted in harm or damage to the Company, CorVel reserves the right to pursue all remedies against the responsible parties.
Our Board of Directors and Audit Committee have established the standards of business conduct contained in this Code and generally oversee compliance with this Code. Our Board of Directors and Audit Committee also are responsible for updating these standards as they deem appropriate to reflect changes in the legal and regulatory framework applicable to the Company, the business practices within our industry, our own business practices and the prevailing ethical standards of the communities in which we operate. Our Corporate Governance Committee will oversee the procedures designed to implement this Code to ensure that they are operating effectively.
Training on this Code will be included in the orientation of new employees and provided to directors, officers and employees on a periodic basis. To ensure familiarity with the Code, directors, officers and employees will be asked to read the Code and sign the Compliance Certificate annually.
Any approval by the Company of a material departure from any provision of this Code, or any failure by the Company to take action within a reasonable period of time regarding a material departure from any provision of this Code that has been made known to an executive officer, is considered to be a waiver of this Code. Any change in or waiver of this Code for directors or officers (including our president, principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, any vice-president in charge of a principal business unit, division or function, or any other officer who performs a policy-making function) may be made only by the Company’s Board of Directors or a committee of the Board of Directors.
The text of this Code, and any changes in or waivers of this Code, will be posted on our website at www.corvel.com.