Legal

Birner Dental Management Services, Inc. (BDMS) Code of Conduct

A. INTERNAL CONDUCT AND PRACTICES

1. Adherence to the Law: In pursuits on behalf of the Company, Birner Dental Management Services, Inc. employees are expected to abide by all established laws and refrain from illegal activities
2. Financial Responsibility:Use of Birner Dental Management Services, Inc. funds by employees is for legal business purposes only, and all transactions are to be properly and accurately recorded.

B. EXTERNAL RELATIONS AND PRACTICES

1. Business Relations: The interaction between Birner Dental Management Services, Inc. employees and clients, customers, vendors and the public at large is conducted openly, honestly and in accordance with business conduct.
2. Business Practices: Birner Dental Management Services, Inc. employees will not engage in any business practice that violates legal standards.
3. Political and Community Service Activities: Employee participation in political or charitable activities (including contributions or time or money) occurs on the employee’s own time and in no way reflects the position of the Company.

C. COMPLIANCE PROCEDURES

1. Reporting Violations: It is the responsibility of all Birner Dental Management Services, Inc. employees to bring violations, or suspected violations, of the Code of Conduct to the attention of their supervisor or the corporate compliance officer.
2. Birner Dental Management Services, Inc. employees who fail to comply with the Company’s Code of Conduct are subject to disciplinary action, which may include termination.

Reporting and Investigation of Allegations of Violation(s) of the Code of Conduct Whistleblower Rights and Responsibilities

I. Introduction

Birner Dental Management Services, Inc (BDMS) is committed to compliance with the laws and regulations delegated by the state and federal government along with the Sarbanes-Oxley Act of 2002. Laws, regulations, policies and procedures strengthen and assure adherence to the Code of Conduct by corporate management.
Internal controls and procedures are intended to prevent and deter acts or improper implementation of policies within the corporation that are at variance with the BDMS Code of Conduct. However, intentional and unintentional violations of laws, regulations, policies and procedures may occur. Any activity by an employee of BDMS that is conducted during the performance of the employee’s official duties, whether or not that action is within the scope of his or her employment, and that is a violation of any state or federal law or the BDMS Code of Conduct shall be reported to the BDMS Compliance Officer for investigation and resolution.

II. Definitions

A. Whistleblower A whistleblower is a person or entity making a protected disclosure or claim of suspected violation of laws, regulations, policies or procedures. Whistleblowers may be BDMS employees, customers, patients, business partners, vendors or the general public. They are not investigators nor do they determine the appropriate corrective action that may be warranted. B. Compliance Officer (CO) The person designated by BDMS with the official responsibility to receive anonymous reports of allegations of suspected unethical activities in violation of the Sarbanes-Oxley Act of 2002, state and federal laws as well as company policies and procedures.

III. Roles and Responsibilities of Whistleblowers, Compliance Officer and the Investigation Subjects

A. Whistleblowers

1. Provide initial information related to a reasonable belief that an improper or unlawful act has occurred. The motivation of a whistleblower is irrelevant to the consideration of the validity of the allegation. The intentional filing of a false report is considered a violation of the Code of Conduct which BDMS has the right to act upon.
2. Whistleblowers shall refrain from obtaining evidence that they do not have the right to access; such activity may also be considered a violation of our Code of Conduct.
3. Anonymous whistleblowers must provide sufficient evidence to justify an investigation. An investigation of unspecified wrongdoings or broad speculations will not be undertaken without verifiable evidence. Because the Compliance Officer is unable to interview anonymous whistleblowers, it may be more difficult to evaluate the allegations and conduct an investigation.
4. Whistleblowers are the reporting parties and not the investigators. They shall not act on their own to conduct an investigation.
5. Protection of whistleblower’s identity will be maintained to the extent possible within the legitimate needs of the law and the investigation. Should a whistleblower self-disclose their identity BDMS will no longer be obligated to maintain their anonymity.
6. Whistleblowers have a right to be informed of the disposition of their disclosure when allowed by state and federal laws and regulations.

B. Compliance Officer (CO)

1. The Compliance Officer is the individual authorized by BDMS to conduct fact finding and analysis related to the causes of the alleged unethical or improper event.
2. The Compliance Officer shall be independent and unbiased.
3. The Compliance Officer has the duty of fairness, objectivity, thoroughness and observance of legal and professional standards.
4. Investigations shall be launched only after the consideration that established that:

A. Investigation Participants

1. BDMS employees who are interviewed, asked to provide information or participate in an investigation have a duty to fully cooperate with the Compliance Officer.
2. Investigation participants shall refrain from discussing the investigation of their testimony with anyone connected to the investigation.
3. Requests for confidentiality by participants will be honored to the extent possible within the law and the needs of the investigation.
4. Participants are entitled to protection from retaliation for having participated in an investigation.

IV. Additional Communications

A. If an investigation leads the Compliance Officer to conclude that a crime has been committed, the investigation results shall be reported immediately to BDMS’s independent Board members. The Compliance Officer and BDMS employees shall fully cooperate with the independent Board members throughout the investigation.

V. Reporting Procedures

A. Section 301 of the Sarbanes-Oxley Act of 2002 requires the establishment of a confidential complaint mechanism for employee concerns about accounting, internal control, or auditing matter. B. Utilizing this form, Sarbanes-Oxley Report of Suspected Compliance Violation, you can anonymously report your concerns. This form will be sent directly to the Compliance Officer and will remain anonymous. a. The Sarbanes-Oxley Report of Suspected Compliance Violation form can be accessed by clicking on the name and can be completed and submitted electronically. b. If you do not want to submit electronically the form can be printed and faxed to the Compliance Officer at 303-691-0889, or mailed to: Compliance Officer Birner Dental Management Services, Inc. 1777 South Harrison Street, Suite 1400 Denver, CO 80210 C. Please provide all necessary information and all details that are available to aid in the investigation of the suspected compliance violation in accordance with the 2002 Sarbanes-Oxley Act.

1. Required Information

Required information that is necessary for investigation are indicated in BOLD on the Sarbanes-Oxley Report of Suspected Compliance Code of Conduct Violation form.

2. Optional Information

Additional information and your identity may be provided by you at your discretion. If you have any question or concerns you may contact the BDMS Compliance Officer at 303-285-6002.