Reporting and consequences of violations
Reporting Violations and Asking Questions
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.
Investigations and non-retaliation
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.
Consequences of a violation
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.