Northwestern Medicine


This policy was adopted by the Cadence Health Board of Directors and is intended to provide guidance to officers, management, employees, volunteers and medical staff members ("Covered Persons") as to the organization's underlying ethical philosophy and the standards of conduct expected throughout Cadence Health.  Administration of this policy shall be by the Cadence Health Chief Executive Officer through the respective Presidents.  The Code of Conduct is distributed annually with the Conflict of Interest policy to Covered Persons who are required to complete an annual compliance certification statement.  It shall be the policy of Cadence Health to require prompt reporting of any transactions or events that appear to be violations of the Code.  The Director of Internal Audit and Chief Compliance Officer shall investigate all alleged violations of this policy and report the results to the Cadence Health CEO and Cadence Health Audit Committee.


GENERAL: Cadence Health has confidence in its employees and expects the highest standard of personal integrity in the operation of the business affairs of the organization.  This policy provides a basic framework of conduct to be avoided by Covered Persons.  It will help protect the assets of Cadence Health; the individuals associated with the organization, and facilitate the protection of the organization's tax-exempt status, its public reputation, and guard against actions that would result in criminal prosecution and/or civil litigation.

  1. Cadence Health strives to be in strict compliance with the law and adhere to the regulations of governmental agencies (e.g., OIG, CMS, IRS) and accrediting bodies (e.g., JCAHO), and it is expected that all Covered Persons will adhere to this standard. 
  2. Cadence Health requires candor and honesty from individuals in the performance of their responsibilities and discussions with our lawyers, auditors, consultants, other employees, staff of government agencies and other regulatory/accreditation bodies and all others who rely on the information provided by the organization in making decisions or understanding aspects of the organization or its operations.
  3. All transactions of Cadence Health are to be properly recorded in the period the activity occurred, and accounting records are to accurately reflect the financial status of the organization and the results of its operations.
  4. Each Covered Person is required to comply with all Cadence Health policies and procedures, and employees shall adhere to the rules in the applicable employee handbook.

A. ACTION GUIDELINES: It is impossible to list all specific situations that would be prohibited by this policy.  There are no substitutes for honesty and common sense.  Individuals are encouraged to contact the Director of Internal Audit and Chief Compliance Officer regarding any questions or potential disclosure situations which may appear ambiguous.  The following activities are prohibited for Covered Persons under this policy:

  1. No individual shall knowingly authorize payments or activities that violate provisions of the Internal Revenue Code regarding the permissible transactions for tax-exempt organizations, Medicare Fraud and Abuse statutes, make political contributions, or other illegal or improper payments in an attempt to influence the outcome or decisions of others regarding a transaction or business matter with the funds of Cadence Health or its joint ventures.  In cases where the law is ambiguous or in conflict, an opinion from outside legal counsel should be obtained.
  2. Appropriating, using, or permitting others to appropriate or use any funds, property, equipment or time compensated by Cadence Health for unlawful purposes or for personal gain.
  3. Accepting any material gifts, premiums, gratuities, loans, excessive entertainment, or services ("items of value") from any supplier, service provider, financial institution, or other persons/entities seeking to retain or obtain business from Cadence Health.  Such items include, but are not limited to, the acceptance of items or services for prices below their reasonable "fair market value" or otherwise below a cost that could be obtained by the general public or any other employee of the organization at the time of receipt/purchase. The offer or acceptance of any non-material item from a supplier or those seeking to retain or obtain business from Cadence Health shall be reported immediately to one's direct supervisor. Employees should not accept a gift of money or a gift certificate from a patient or a patient’s family/friends.  However, accepting a gift of flowers or candy is permissible. 

    In addition, the receipt of any items of value and any business entertainment received from each source (e.g., vendor, prospective vendor, etc.) which would be valued in excess of $100 per item/occasion or cumulatively during a one year period for multiple occasions should be accumulated and reported annually to the Director of Internal Audit and Chief Compliance Officer.  Reporting should include the nature of the item, the date, the source/grantor and the approximate annual value.

    At times a vendor will offer to pay for the travel, lodging or a seminar fee associated with an educational seminar.  In any such instance, the employee in conjunction with his/her manager should refer to the Cadence Health "Expenses for Education or an Item of Value Paid for by an Entity Other than Cadence Health" policy and procedure. 
  4. Knowingly providing false or inaccurate information to an employee, management, our auditors, legal counsel, the authorities, government agencies, accreditation organizations, consultants of the organization or others who rely on the receipt of accurate information to perform some act or make decisions.  This includes but is not limited to the preparation of false records or fictitious documents (e.g., inflated expense reports, claiming personal expenses as reimbursable business expenses, incorrect cost reports); and the failure to properly disclose, record or account for any assets, funds, liabilities, revenues, expenditures in an accurate and timely fashion.
  5. Making or initiating any transaction involving Cadence Health funds for a purpose other than as described by the documents supporting payment, or authorizing a transaction which knowingly circumvents an internal policy or procedure.
  6. Acquiring or competing directly or indirectly for any property, entity or opportunity that the organization is actively considering or pursuing.
  7. Employees and management shall not discriminate in the selection, hiring, retention, promotion or transfer of qualified individuals on the basis of age, gender, race, religion, sexual orientation, national origin, color, ancestry, disability, marital status, family medical leave status, veteran status, or any other personal characteristic.
  8. Modifying computer software, inserting code or otherwise affecting any system, its data and/or the information used by Cadence Health in a willful or intentional manner to the employee's benefit or to the detriment of the organization.
  9. Establishing, in the name of the organization or one of its related entities, a bank account, using its tax identification number, referencing its tax-exempt status, using its stationery or letterhead, or undertaking, in the name of Cadence Health or its joint ventures; any activity without prior approval or for an unauthorized purpose.
  10. Participation by Cadence Health employees in outside activities that could reasonably be expected to significantly interfere with work time commitments to Cadence Health such as during normal work hours performing a task or speaking engagement for an organization and receiving a fee for that work while being paid as a Cadence Health employee. Participation in and presentations to professional organizations are encouraged.
  11. Proposing to do business with a firm or entity which employs or is owned by the individual, a relative or friend unless the relationship has been previously disclosed to management at least one level above the individual's immediate supervisor and all others who will be party to approving the transaction.
  12. Disclosing or permitting others to disclose without prior authorization, confidential information including non-public business information, personnel records, patient records, computer access codes and system information, peer review data and other information protected by law.  No information shall be used for personal benefit.
  13. Any other circumstance that could reasonably have an effect on a Covered Person's independence of judgment on Cadence Health business matters.

B. WRITTEN DISCLOSURES: Many reports of code violations can result from misunderstandings or lack of communication.  Prompt disclosure of such concerns will minimize potential hardships or morale problems that can make effective operations more difficult.  This is of such importance to Cadence Health that a person who is involved in events which are, or appear to be, in violation of the Code of Conduct; or who gains knowledge that a subordinate, co-worker or supervisor is involved in actions which appear to be a violation of the Code shall promptly report such events as further described below.  Covered Persons are required to make prompt and full disclosure of any activity, which either violates or may potentially violate the Code.  The following shall be observed to assure full, adequate disclosure:

  1. On an annual basis, a Conflict of Interest/Code of Conduct disclosure statement is to be completed, as required, by each Covered Person.  Completed disclosure statements shall be returned in a timely manner, and results shall be communicated to the Audit Committee.
  2. Individuals who know of a potential violation of the code of conduct should not wait for the disclosure process described above, but should immediately report the situation to the Director of Internal Audit and Chief Compliance Officer. If the situation is deemed a reportable condition, a written summary may be requested. The summary should include an accurate and full disclosure of all facts.  The organization will protect from retaliation an individual who discloses in good faith the activities of another that appear to be violations of the Code of Conduct.

C. INVESTIGATION OF ALLEGED VIOLATIONS: Reports of Code violations are to be made in writing as promptly as possible to the Director of Internal Audit and Chief Compliance Officer, and shall be confidential, and be signed by the individual making the report.  Reports of apparent violations shall be promptly investigated, with consideration to the nature of the alleged violation involved.  Investigations will involve appropriate resources including, without limitation, the Internal Audit and Compliance Department, internal security services, external audit, legal counsel or internal management.  All Covered Persons have an obligation to cooperate in such investigations.  A written summary with recommendations for action or no action shall be made to the Cadence Health CEO.  The Director of Internal Audit and Chief Compliance Officer shall inform the Cadence Health Audit Committee of each completed investigation.

  1. Violations of any of the provisions of this policy (Examples: failure to submit a signed disclosure, failure to disclose an exception or report a violation) will subject the individual to penalties.  Discipline shall be commensurate with the violation.  Officers and employees may be disciplined up to and including suspension and/or separation of employment.  Physicians may be subject to loss of medical administrative positions, contracted compensation, procurement authority, and, in extreme cases, loss of their Cadence Health staff appointment if applicable under Medical Staff Bylaws.