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Board COI Disclosure 2012

2012 ANNUAL CONFLICT OF INTEREST DISCLOSURE STATEMENT - BOARD MEMBER
 
 
This annual Conflict of Interest Disclosure Statement (Disclosure Statement) provides you with the opportunity to review your personal situation and disclose information about relationships or activities that may create a conflict of interest for you under our conflict of interest policies. If you serve on a Cambia Health Solutions (Cambia) fiduciary board as a director, the applicable conflict of interest policies are set forth in our Bylaws, Board Policies and Procedures, Code of Business Conduct., and Code of Business Conduct Guide. If you serve on a Cambia Community Board only, the applicable conflict of interest policies are set forth in the Cambia Bylaws, the Community Board Charter, and the Community Board Member Guidelines, the Code of Business Conduct and the Code of Business Conduct Guide.
 
 
I. INSTRUCTIONS
 
 
In completing this Disclosure Statement, you need to consider your own personal situations and situations that may apply to members of your family/household. An affirmative response to one or more of the questions on this form does not necessarily mean that you have an actual or potential conflict of interest.

As a general rule, when in doubt, disclose. However, we are not asking for disclosure of interests that are remote or insignificant. Because of the size and scope of our business in today’s competitive marketplace, it is not unusual for one or more of the questions below to be answered affirmatively. If there is an actual or potential conflict of interest, we will provide guidance to ensure that you comply with our conflict of interest policies.

Although you will be asked to complete this Disclosure Statement annually, you have a continuing responsibility to keep the information current between annual filings. Consequently, if there is any change in your personal or business activities or relationships that could create a potential or actual conflict of interest, you should notify us to update your Disclosure Statement prior to becoming involved in any such activity.

Please contact one of the following Cambia Ethics and Compliance Officer if you have any questions.

Randy Romrell
Phone: (801) 333-5691
E-mail: [email protected]

You should keep a copy of this Disclosure Statement for your records. When you click Submit at the end of this survey you will have the opportunity to print the completed form.
 
 
II. IDENTIFICATION
 
 
Your Name
   
Your Phone
   
Your Email Address
   
 
 
Please indicate with which Cambia Board(s) you are affiliated.
If you belong to more than one Cambia Board, you need only complete one Disclosure Statement.
 
Cambia Health Solutions Board
 
Regence BlueShield of Idaho
 
Regence BlueCross BlueShield of Oregon
 
Regence BlueCross BlueShield of Oregon Community Board
 
Regence BlueCross BlueShield of Utah
 
Regence BlueCross BlueShield of Utah Community Board
 
Regence BlueShield (WA)
 
Regence BlueShield (WA) Community Board
 
Asuris Northwest Health
 
HealthWise
 
Other Affiliate:
 

 
 
 
III. DEFINITIONS
 
 
Family Member: Your family members include your immediate family; such as, spouse, children, parents, siblings, including step-relatives and in-laws. Family members also include domestic partners, other persons with whom you share a significant relationship, and any person who is part of your household. Family members should be identified by name and relationship.

Connection: A connection is any financial and/or contractual interest, arrangement, affiliation, relationship, or significant interest of any kind. When asked to identify “Person(s) with Connection” identify the person with whom you have the relationship, such as “sister,” “spouse,” or “self.” When asked to identify the “Connection with….,” indicate the position or job function that person has with the entity you have identified.

Affiliation: An affiliation includes a position as an officer, employee (including self-employment), board member, partner, agent, consultant, contractor or subcontractor, member of a governing body of an entity, member of an advisory board, or other representative of an entity.

Financial Interest: Cambia recognizes that you have the right to manage your personal finances without interference from Cambia. However, you must disclose any situation in which your personal financial interest might conflict with your responsibilities to Cambia. Examples of financial interests are:

• Stock ownership (other than mutual funds or blind trusts where you do not make decisions about specific investments)
• Partnership participation
• Management or employment
• Consulting agreements
• Other contractual arrangements

A good rule of thumb to determine if any of your personal financial interests might create a conflict of interest is to think in terms of how that financial interest might affect your decisions at Cambia, or how Cambia decisions might affect the value of your financial interest.

Here are some examples of potential conflicts:

• Direct or indirect financial interest (including employment or consultant agreements) in any outside concern doing business with or competing against Cambia.
• Direct or indirect competition with Cambia in buying or selling property or property rights.
• Representing Cambia in any transaction in which you have a material financial interest.
• Using your knowledge of Cambia business for your personal profit or to your advantage or to the advantage of anyone else.
• Taking personal advantage of an opportunity learned through your board service with Cambia, such as acquiring property or leases in which Cambia may be interested.
 
 
IV. CONFLICT OF INTEREST DISCLOSURE STATEMENT
 
 
The following is a full, complete, and accurate disclosure of connections that I, or any of my family members, have or have had with any entity or individual listed below during the past 12 months.
 
 
1. Other than as a patient, do you have connections with providers of health care and related services, such as:

• Hospitals
• Professional providers: physicians or other health care professionals
• Skilled nursing facilities (SNFs); rehabilitation facilities; nursing homes, hospices and similar health care facilities
• Health care organizations: hospital systems, health systems, physician-hospital organizations, managed care organizations
• Medical billing entities
• Laboratories or home health care agencies
• Other suppliers of health care services: drug companies, optical companies, or durable medical equipment suppliers
 
Yes - please fill information in below
 
No
 
Connection(s) described as follows:
Name of Provider(s): Person(s) with Connection: Connection with Provider:
1
2
3
4
 
 
 
2. Do you have connections with vendors or suppliers of goods and services to Cambia or any of its affiliates such as vendors or suppliers of:

• Office supplies and equipment
• Food services
• Software
• Travel services
• Law firms
• Auditors
• Consultants
• Financial institutions: banks, credit unions, brokerage firms
• Insurance brokers/agents
• Any other goods or services purchased by Cambia
 
Yes - please fill information in below
 
No
 
Connection(s) described as follows:
Name of Provider(s): Person(s) with Connection: Connection with Supplier(s):
1
2
3
4
 
 
 
3. Do you have connections with other BlueCross and/or BlueShield Plan or its affiliates or joint ventures; e.g., working for another Blue Plan or a subsidiary of a Blue Plan?
 
Yes - please fill information in below
 
No
 
Connection(s) described as follows:
Name of Plan(s)/Affiliate(s): Person(s) with Connection: Connection with Plan(s):
1
2
3
4
 
 
 
4. Do you have connections with competitors of Cambia, such as health insurers, HMOs, preferred provider organizations, third party administrators, or life insurance companies?
 
Yes - please fill information in below
 
No
 
Connection(s) described as follows:
Name of Competitor(s): Person(s) with Connection: Connection with Competitor:
1
2
3
4
 
 
 
5. Do you have connections with groups (company, union, or employer groups) to which Cambia provides health care coverage, life insurance or other products or services?
 
Yes - please fill information in below
 
No
 
Connection(s) described as follows:
Name of Group(s): Person(s) with Connection: Connection with Group:
1
2
3
4
 
 
 
6. Have you or a family member received gifts or gratuities – such as entertainment, cash, stocks or stock options, favors, presents (other than infrequent common business courtesies of nominal value) – valued at more than $200 in any one instance or more than $400 total from any one source in a calendar year from individuals or business entities that do business, seek to do business, or compete with Cambia?
 
Yes - please fill information in below
 
No
 
Connection(s) described as follows:
Item Received: Date of Receipt: Donor of Gift: Estimated Value:
1
2
3
4
 
 
 
7. Have you received any gift in excess of $50 in value, any payment, and/or entertainment (other than common business courtesies which are reasonable in nature and cost) from individuals or companies doing business with Cambia where such business involves Medicare funds?
 
Yes - please fill information in below
 
No
 
Connection(s) described as follows (if in doubt, disclose the information and we will contact you for additional information or clarification if necessary):
Item Received: Date of Receipt: Donor of Gift: Estimated Value:
1
2
3
4
 
 
 
8. Have you or a family member given gifts or gratuities – such as entertainment, cash, stocks or stock options, favors, presents (other than infrequent common business courtesies of nominal value) – valued at more than $200 in any one instance or more than $400 total in a calendar year if the recipients are individuals or business entities that do business with Cambia, that we seek to do business with, or that compete with us?
 
Yes - please fill information in below
 
No
 
Connection(s) described as follows:
Item Given: Date Given: Recipient: Estimated Value:
1
2
3
4
 
 
 
9. Have you received an honorarium for a speaking engagement, completing a survey, attending a conference, participating on an advisory panel, etc. that was related to Cambia business?
 
Yes - please fill information in below
 
No
 
Disclose all honoraria received:
Date Received: Entity Providing the Honorarium: Reason for Honorarium: Amount of Honorarium:
1
2
3
4
 
 
 
10. Do you have family members who work for Cambia?
 
Yes - please fill information in below
 
No
 
 
Name of Family Member(s): Relationship to You: Job Title:
1
2
3
4
 
 
 
11. Have you or any of your subordinates or family members been involved in any business decisions, evaluations, contracts, recommendations, or transactions for Cambia regarding any of the entities identified in any of the previous questions?
 
Yes
 
No
 
 
 
12. Do you have other connections, relationships, or situations which could be viewed as a possible conflict of interest; e.g., professional, business, charitable, civic, political, or fraternal organizations outside of Cambia?
 
Yes - please fill information in below
 
No
 
Connection(s) described as follows:
Name of Other Person or Entity: Person(s) with Connection: Type of Connection:
1
2
3
4
 
 
V. CONVICTIONS, GOVERNMENT DEBARMENTS, OR PROFESSIONAL DISQUALIFICATIONS
 
 
Federal law prohibits an individual who has ever pled guilty or no contest to or been convicted of certain felonies from engaging in the business of insurance, unless the individual has obtained written consent from an insurance regulatory official. In accordance with this federal law, it is necessary for Cambia to identify any directors, officers, employees, agents, or other representatives of Cambia who may not be in compliance with federal law.
 
 
Yes No
1. Have you ever been debarred or excluded from doing business with the government?
2. Have you ever been convicted of, pled guilty or no contest to, or forfeited bond or bail for any crime other than traffic violations?
3. Have you ever had a professional license related to your position at Cambia suspended or revoked?
 
 
I understand that if I responded affirmatively to any of the above statements, Cambia will contact me to discuss this matter in more detail.
 
 
VI. DIRECTOR INDEPENDENCE
 
 
An independent director is one free of any relationship with Cambia or its senior management that could impair, or appear to impair, the director’s ability to provide objective independent judgment in the director’s corporate oversight role. Please check the appropriate box to complete the following statements with respect to any relationships that you or one of your immediate family members has with Cambia or with a Cambia executive. A Cambia executive is a person who is employed by Cambia in the position of vice president or above. As used below, the term “services provided to Cambia” does not include services provided to patients for whom Cambia has paid claims.
 
 
Yes No
1. Are you a full or part-time Cambia employee?
2. Have you been a full or part-time Cambia employee within the last three years?
3. Have any members of your immediate family been an executive of Cambia within the last three years?
4. Has Cambia paid direct compensation to you, or any of your immediate family members, of more than $75,000 in any 12-month period in the last three years for services provided to Cambia (other than payments for services rendered as a Cambia board or committee member)?
5. Are you an employee, partner, board member, or have a greater than 10% interest of a company that has received payments from Cambia for property or services provided to Cambia in the last three years?
6. Do you have an immediate family member who is an executive officer or has a greater than 10% interest of a company that has received payments from Cambia for property or services provided to Cambia in the last three years?
7. Are you an employee, partner, board member, or have a greater than 10% interest of a company that has made payments to Cambia over the past two years?
8. Do you have an immediate family member who is an executive officer or has a greater than 10% interest of a company that has made payments to Cambia over the past two years?
9. Are you an employee or board member of any foundation, university, or other non-profit organization that is not affiliated with Cambia?
10. Are you employed as an executive officer of another company where any of Cambia present executive officers serve on the other company’s compensation committee?
11. Do you have an immediate family member who is employed as an executive officer of another company where any of Cambia present executive officers serve on the other company’s compensation committee?
12. Do you have any other substantial professional, personal, familial, or financial connection to Cambia or its executives (vice president or above) that, which may in the view of the board, significantly impair, or appear to impair, your independence?
 
 
If you are employed, please identify your employer and your title:
 
 
Employer
   
Title
   
 
 
 
 
 
VII. CERTIFICATION
 
 
I have carefully read this entire Disclosure Statement and all of my responses are complete, true, and accurate.

I am familiar with Cambia's conflict of interest policies and understand that I may contact Cambia if I have any questions about this Disclosure Statement or any possible conflict of interest.

I certify that I have not engaged in any activity that is contrary to Cambia conflicts of interest policies. I understand that I am under a continuing obligation to promptly report to Cambia any conflict of interest situation that may arise in the future and any changes in circumstances regarding Section V. Convictions, Government Debarments, or Professional Disqualifications.

I acknowledge that the information in this Disclosure Statement may be made available, as necessary, to other individuals who have a business need to know.
 
 
In addition to the certifications above, I hereby certify that I have received, read, and will comply with the Cambia Code of Business Conduct and the Cambia Code of Business Conduct Guide, as they apply to me in my director role.
 
Yes
 
No
 
 
By submitting this document, I understand this Certification section and I agree to its terms.
 
Yes
 
No
 
 
Electronic Signature:
   
 
 
Today's Date:
 
 
Remember to print and keep a copy for your records. To print, click the Submit button and you will be able to view and print your completed form.
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