Baxter's Procedures and Standards of Conduct
Baxter has established a strong foundation of integrity and professionalism that helps guide employees in making good, ethical business judgments and taking appropriate, lawful actions. It is the responsibility of each and every Baxter employee to understand and demonstrate integrity in the work that is done each and every day. How employees work within the ethical framework of various and diverse professional fields is also important. To this end, Baxter has adopted the fundamental principles of the Office of Inspector General Compliance Program Guidance. In addition to the HHS-OIG Guidance, Baxter has adopted the following professional codes of conduct:
Ethics Officer Association's (EOA) Standards of Conduct for Business Ethics and Compliance Professionals
Institute for Supply Management's (ISM) Principles and Standards of Ethical Supply Management Conduct
Regulatory Affairs Professionals (RAPS) Code of Ethics for Regulatory Affairs Professionals
AdvaMed's Code of Ethics on Interactions with Healthcare Professionals
Baxter employees adhere to the company's written code of conduct and procedures related to entertainment, gifts and business courtesies for healthcare professionals. This includes a funding policy and procedure for providing grants to support medical/scientific research, retaining medical consulting services and making charitable contributions and/or corporate sponsorships to customers and non-customers alike.
As required by California Health & Safety Code §§ 119400 et seq. (“California Law”) also know as CA S.B. 1765, Baxter has established an annual limit of $2,500 for expenditures to licensed healthcare professionals in California. This limit includes entertainment, gifts and other economic benefits provided to healthcare professionals in connection with promotional activities.
A. Personal Responsibilities
Baxter employees are responsible for the integrity of their own work. Baxter's policies and procedures provide additional, more specific guidance.
Each employee must acknowledge receipt of Baxter's Global Business Practice Standards manual and confirm that they will follow the standards.In addition, employees are asked to confirm that they understand and comply with these standards through the annual Certificate of Integrity and Compliance process. The certificate measures the implementation of business practices and how well the value of integrity is integrated into the culture at Baxter. It ensures that Baxter's Global Business Practice Standards are being applied uniformly and provides a channel for employees to raise issues they might otherwise be reluctant. Recipients of the certification include middle managers and above, as well as other selected employees around the world. Every sales representative in the company is also required to sign the certificate.
Since Baxter's Global Business Practice Standards and the supporting policies and procedures may change from time to time, Baxter employees are responsible for knowing and complying with the current laws, rules, regulations, standards, policies and procedures that govern their work. Baxter employees are also individually responsible for reporting wrongdoing. If a law or company policy has been broken, employees are encouraged to report it promptly. If a Baxter employee fails to comply with applicable laws, rules, regulations, standards, policies and procedures, he or she risks being disciplined or terminated. If a Baxter employee breaks the law, they also may be personally liable.
B. Manager's Responsibilities
Baxter managers are responsible for maintaining an ethical climate.
Every Baxter manager must:
- Explain to their employees why it's important to comply with these standards.
- Encourage discussion of Global Business Practice Standards and situations.
- Respond promptly and properly to concerns raised by employees.
- Protect employees against reprisals when they report, in good faith, actions they feel violate the law or these standards.
- Ensure that significant business practice issues are shared with Baxter's Corporate Responsibility Office.
2. Baxter's Board of Directors and Corporate Compliance Officer
Any waiver of Baxter's standards for executive officers or members of the board of directors may be made only by Baxter's Public Policy Committee and is subject to approval by the entire board. Also, any waiver must be promptly disclosed to shareholders as required by applicable law and stock exchange rules.
Baxter's Public Policy Committee of its board of directors is responsible for reviewing and evaluating the company's policies and practices to ensure that they are consistent with Baxter's social responsibility to act with integrity as a global corporate citizen to employees, customers and society. As part of that responsibility, the Public Policy Committee oversees Baxter's Global Business Practice Standards.
To assist the Public Policy Committee in carrying out these responsibilities, the board of directors created a Corporate Responsibility Office in 1993. The company's Vice President of Business Practices and the Corporate Responsibility Office are accountable directly to the Public Policy Committee and regularly report to the committee about business practice matters.
Baxter's Chief Compliance Officer is responsible for the coordination, oversight and enforcement of Baxter's compliance programs and activities. The Compliance Officer promotes an organizational culture that encourages compliance with laws and regulations and ethical conduct for all Baxter employees and agents. The Compliance Officer ensures that the CEO and board of directors are knowledgeable about the company's compliance and ethics program. The Compliance Officer heads the Compliance Council, which is comprised of numerous functional and operational leaders tasked with various compliance activities across the organization.
3. Education and Training
Baxter's Global Business Practice Standards require compliance with laws, regulations and internal policies that govern how the company works. All Baxter employees must complete business practice awareness training. In order to reinforce the company's standards and help employees understand the policies and regulations, Baxter continues to offer compliance training for employees across a variety of topics, and also is extending the reach of such training through e-learning and other efforts for Baxter's global work force.
Compliance training supports Baxter's value of integrity enabling employees to perform with integrity by understanding the legal and regulatory implications of their actions.
In addition to traditional training methods, Baxter launched e-learning programs discussing antitrust, preventing discrimination, export controls, federal government ethics, global privacy principles and trade compliance, HIPAA, healthcare fraud and abuse, data integrity, electronic media use, Foreign Corrupt Practices Act, among others.
Making courses available electronically, in multiple languages, makes them more accessible to more employees, improves productivity and fosters consistency across the company. E-learning enables the appropriate compliance training across the world to meet the ever-changing requirements of legislative and regulatory bodies.
Baxter uses its human resources system to identify the appropriate audience for each course. The system then alerts employees automatically using e-mail when it's time to take a course and maintains an ongoing record of what courses they've taken and when. The training content is evaluated and updated periodically to ensure it remains relevant and current.
E-learning complements training efforts in other areas such as good manufacturing processes, environment, health and safety and quality. The goal is to give Baxter employees the understanding and tools needed to comply with all necessary laws and regulations wherever they are based and wherever Baxter does business.
4. Business Practice Standards Communications and Investigations
A. Communications and Reporting
Baxter strives to develop a culture that produces conscientious and ethically minded employees who are committed to integrity, honesty, openness and fairness. If Baxter is to be successful, employees need to allow team members to be able to openly communicate and ask questions regarding Baxter's Global Business Practice Standards. To support this concept, Baxter has established the following resources.
The Integrity Based Decision-Making model helps employees decide the most appropriate course of action, consistent with Baxter's Global Business Practice Standards and values.
The Inquiry Process is for those who are seeking information about or guidance on the company's Global Business Practice Standards or, who wish to report a potential violation of the standards. This process encourages employees, as a first step, to seek out local management or resources for assistance in handling their inquiry. Alternative contacts are available to employees, including Regional Business Practice Committee or Corporate Responsibility Office resources.
The Business Practice Standards Helpline is another resource, independent from the business unit, staffed by Baxter employees who report directly to the Public Policy Committee of Baxter's board of directors. The Business Practices Helpline has the ability to connect a dedicated Business Practices counselor with an individual over-the-phone, at 1-877-229-8373 (or 1-847-948-4964).
The Business Practice Standards Helpline was established as an independent channel of communication to raise issues and open communications about Baxter's business practices. Employees, customers, suppliers and other Baxter constituencies may use this communication vehicle to seek guidance, discuss concerns or report issues relative to Baxter's Global Business Practice Standards. Persons calling the Business Practice Standards Helpline may choose to remain anonymous. There are no caller identification features attached to this line.
B. No Retaliation Policy
Baxter employees will not be punished for asking about possible breaches of law, regulation or company policy. Any allegation of a reprisal will be investigated. Baxter managers, as well as the Corporate Responsibility Office and Regional Business Practice Committees enforce this policy.
C. Investigations
Upon receipt of reasonable indications of suspected noncompliance, the appropriate management team will investigate the allegations to determine whether a material violation of the applicable laws, regulations or policies has occurred, and if so, take appropriate steps to correct the problem.
5 . Monitoring and Auditing
Baxter's Corporate Audit function provides worldwide financial, information technology and Sarbanes-Oxley audits and consulting services to the Audit Committee of the board of directors, senior management, business units and corporate functions. Responsibilities include planning and executing audits by reviewing and validating business processes and procedures, systems, financial and operational controls and assessing financial reporting, management reporting and business practices.
6 . Enforcing Standards/ Disciplinary Action
Baxter is committed to hiring a workforce whose actions reflect a high degree of integrity and ethics. Accordingly, Baxter has significant resources in hiring highly qualified and skilled individuals. Baxter requires all news hires to receive and sign its Global Business Practice Standards Manual.
If after all investigations of potential wrongdoing are completed, any employee who is in intentional and material violation of applicable laws, rules, regulations or corporate policies will be subject to appropriate disciplinary corrective action up to and including termination. Although each situation is evaluated on a case-by-case basis, Baxter consistently undertakes appropriate disciplinary action to address inappropriate conduct and deter future violations.
7. Correction and Preventative Action
Baxter is committed to preventing and detecting violations of law or internal policies and procedures and taking appropriate corrective actions as necessary. Baxter 's Program is designed to ensure that potential violations of law or company policy are responded to promptly, appropriate disciplinary action is taken, and evaluation is given to prevent future violations.
Declaration
As of July 1, 2007, Baxter Healthcare Corporation hereby declares that it is in substantial compliance with both its own Compliance Program as well as CA SB 1765. Since compliance is best achieved through ongoing efforts; Baxter continues to develop, review and periodically enhance its many ongoing compliance programs. A copy of this document and/or Baxter's written declaration of compliance, can be obtained by calling 1-847-948-4908.
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