Birner Dental Management Services, Inc. (BDMS) Code of
A. INTERNAL CONDUCT AND PRACTICES
- 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
- 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
B. EXTERNAL RELATIONS AND PRACTICES
- 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
- Business Practices: Birner Dental Management Services, Inc.
employees will not engage in any business practice that violates
- 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
- 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.
- 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
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.
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.
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
- 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.
- 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.
- 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.
- Whistleblowers are the reporting parties and not the
investigators. They shall not act on their own to conduct an
- 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.
- Whistleblowers have a right to be informed of the disposition
of their disclosure when allowed by state and federal laws and
B. Compliance Officer (CO)
- 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.
- The Compliance Officer shall be independent and unbiased.
- The Compliance Officer has the duty of fairness, objectivity,
thoroughness and observance of legal and professional
- Investigations shall be launched only after the consideration
that established that:
- The allegation, if true, constitutes an illegal activity
- The allegation is accompanied by information specific enough to
- The allegation has or directly points to corroborating evidence
that can be pursued.
A. Investigation Participants
- BDMS employees who are interviewed, asked to provide
information or participate in an investigation have a duty to fully
cooperate with the Compliance Officer.
- Investigation participants shall refrain from discussing the
investigation of their testimony with anyone connected to the
- Requests for confidentiality by participants will be honored to
the extent possible within the law and the needs of the
- 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
B. Utilizing this form, Sarbanes-Oxley Report of Suspected
Compliance Violation, you can anonymously report you concerns. This
form will be sent directly to the Compliance Officer and will
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:
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
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.
To complete a Sarbanes-Oxley Report of Suspected
Compliance Violation form click here