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WBMD » Topics » I. GENERAL STATEMENT OF POLICY

These excerpts taken from the WBMD 10-K filed Apr 30, 2009.
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
 
The Companies1 seek to be good corporate citizens 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 Conduct as part of our efforts:
 
  •  to foster proper business conduct and ethical decision-making,
 
  •  to prevent unethical or unlawful behavior and to stop any such behavior as soon as reasonably possible after its discovery.
 
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:
 
  •  is responsible for his or her own actions with respect to proper business conduct and behavior, and
 
  •  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 the appropriate General Counsel, to the Chief Financial Officer or to one of the senior officers in our Human Resources Department.
 
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 the Companies.
 
Violations of this Code of Conduct will lead to disciplinary action
 
To ensure compliance with this Code of Conduct, the Companies will investigate and take such action as they determine necessary to protect their 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 person’s questionable conduct was intended to “benefit” HLTH or WebMD or was done with good intentions.
 
Violations of our other policy statements may also be a violation of this Code of Conduct
 
We have other policy statements designed to assist the Companies and their employees in complying with applicable law and meeting appropriate standards of conduct, including:
 
  •  the Policy Regarding Insider Trading, Tipping and Other Wrongful Disclosures,
 
  •  the Communications Policy,
 
  •  the Electronic Communications Policy,
 
 
1 References to the “Companies” (or “we,” “our” or similar pronouns) in this Code of Conduct mean HLTH Corporation and all of its subsidiary companies (including 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 the Companies — contractors, consultants and similar persons providing services at the direction of the Companies. 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

 

 
  •  the HIPAA Privacy Policies, and
 
  •  the Employee Handbook.
 
Failure to comply with those policy statements will, in many cases, also be a violation of this Code of Conduct. In addition, our Finance Department, Legal Department, Human Resources Department and our operating units have adopted, and may in the future adopt, other written policies and procedures relating to the conduct of the business of the Companies, the documenting of transactions, record keeping 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 – DON’T IGNORE YOUR INSTINCTS
 
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


 



The
Companies1

seek to be good corporate citizens 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 Conduct as part of our
efforts:


 


























  • 
to foster proper business conduct and ethical decision-making,
 
  • 
to prevent unethical or unlawful behavior and to stop any such
behavior as soon as reasonably possible after its discovery.


 




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:


 


























  • 
is responsible for his or her own actions with respect to proper
business conduct and behavior, and
 
  • 
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 the appropriate General Counsel,
to the Chief Financial Officer or to one of the senior officers
in our Human Resources Department.


 



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
the Companies.


 




Violations
of this Code of Conduct will lead to disciplinary
action


 



To ensure compliance with this Code of Conduct, the Companies
will investigate and take such action as they determine
necessary to protect their 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 person’s questionable
conduct was intended to “benefit” HLTH or WebMD or was
done with good intentions.


 




Violations
of our other policy statements may also be a violation of this
Code of Conduct


 



We have other policy statements designed to assist the Companies
and their employees in complying with applicable law and meeting
appropriate standards of conduct, including:


 




































  • 
the Policy Regarding Insider Trading, Tipping and Other Wrongful
Disclosures,
 
  • 
the Communications Policy,
 
  • 
the Electronic Communications Policy,

 
 


1 References

to the “Companies” (or “we,” “our”
or similar pronouns) in this Code of Conduct mean HLTH
Corporation and all of its subsidiary companies (including 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 the Companies —
contractors, consultants and similar persons providing services
at the direction of the Companies. 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




 





 


























  • 
the HIPAA Privacy Policies, and
 
  • 
the Employee Handbook.


 



Failure to comply with those policy statements will, in many
cases, also be a violation of this Code of Conduct. In addition,
our Finance Department, Legal Department, Human Resources
Department and our operating units have adopted, and may in the
future adopt, other written policies and procedures relating to
the conduct of the business of the Companies, the documenting of
transactions, record keeping 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 – DON’T IGNORE YOUR
INSTINCTS


 




EXCERPTS ON THIS PAGE:

10-K (2 sections)
Apr 30, 2009

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