ASTRO Code of Conduct

Approved by Board of Directors October 19, 2018

Statement from Management

The American Society of Radiation Oncology’s (“ASTRO”) Code of Conduct seeks to implement the organization’s Corporate Integrity Policy and is a public affirmation that as individuals and as an organization, we are committed to doing the right thing in every aspect of our work. Both inside and outside our organization – with other employees, vendors, clients, communities and local, state and federal governments – we will conduct ourselves with integrity and in compliance with all applicable laws.

The ASTRO Code of Conduct is also a statement of commitment that each of us will be informed and accountable for upholding ASTRO’s ethical culture. These standards go beyond compliance with the laws, rules and regulations that govern our business; they require us to act with integrity in every decision we make. Importantly, we need to understand the spirit and letter of the Code of Conduct itself. When we are unsure as to whether an action is in compliance with the Code of Conduct, we need to seek advice from our supervisors.

Our commitment to ethics and integrity has been and will continue to be a defining characteristic of our organization and will remain at the core of our success in the future. When we demonstrate integrity in our dealings, we build bonds of trust, which lead to stronger, more enduring relationships. Thank you for all you have done, for your commitment to the highest standards of ethics and integrity that define ASTRO, and for continuing to give the Code of Conduct your full attention.

~Vivek S. Kavadi, MD, MBA, FASTRO, ASTRO CEO

Table of Contents

THE CODE

• What is the Code of Conduct for?
• Who must follow this Code
• Your personal pledge to do the right thing
• What about those who supervise others?
• Does this Code explain all the standards I need to know?

ASKING QUESTIONS AND RAISING CONCERNS

• Your duty to speak up
• With whom do I report violations of laws, of this Code or other concerns that I may have
• Anti-retaliation

THE COMPLIANCE OFFICER

CONDUCTING BUSINESS

• Commitment to Human Rights
• Confidential Information
• Information about Competitors
• Other Business Practices
• Accurate and Complete Books, Records and Accounting
• Labor and Other Costs
• When the Government is Your Client/Partner
  • General Guidelines
  • Federal False Claims Act
  • Mandatory Disclosure
• Procurement Integrity
• Conflicts of Interest
  • Conflicts of Interest Involving Federal Funds
  • Organizational Conflicts of Interest
• Giving and Accepting Gifts, Entertainment and Travel
  • General Gift Guidelines
  • Gifts of Government Recipients
• Recruiting or Soliciting Employment to Government Officials
• Compliance with Laws, Rules and Regulations

THE CODE

What is the Code of Conduct for?
At the American Society of Radiation Oncology (“ASTRO”), high standards of professional conduct and ethics are essential for us to achieve our goals. We rely on the good judgment of our board members, officers, employees and volunteers to comply with the law, act with integrity, and safeguard the organization’s reputation in every situation. Our culture is based on trust, mutual respect and high standards of professional conduct and ethics. ASTRO’s Corporate Integrity Policy memorializes these values and principles and this Code, which further implements that policy, makes clear our basic expectations of board members, officers, employees, volunteers and all those with whom we do business.

ASTRO is fully committed to maintaining a high degree of integrity, ethics and compliance, conducting every business transaction in compliance with the spirit and letter of the law and ASTRO policies. Strict adherence to the Code will help to ensure that ASTRO and its employees prosper and maintain this objective of doing business with integrity.

Who must follow this Code?
This Code applies to all ASTRO board members, officers, employees and volunteers of the organization (“covered individuals”) regardless of the contractual basis of their relationship. Herein, the term of “employee” or “employees” is intended to encompass all covered individuals. This Code may also apply to independent third parties hired by or working with or on behalf of ASTRO.

Your personal pledge to do the right thing.
This Code represents a commitment by ASTRO to do business with integrity. By working with ASTRO, you are agreeing to uphold this commitment. Understanding this Code and the organizational policies that apply to you is an essential function of your job. Further, no one has the authority to direct or authorize anyone to violate any law or engage in unethical conduct. Employees who fail to follow these standards put themselves, their co-workers, and ASTRO at risk. Such employees are also subject to disciplinary action up to and including termination of employment.

What about those who supervise others?
Board members, officers, managers and supervisors have a duty under this Code to:

• Set an example – showing what it means to act with integrity;
• Ensure that those they supervise have adequate knowledge and resources to follow the Code’s standards;
• Obtain clarity on ethics and compliance issues as necessary;
• Monitor compliance of the people they supervise;
• Enforce the standards of the Code and all other related organization standards;
• Support those who in good faith raise questions or concerns about compliance and integrity;
• Never retaliate or permit retaliation; and
• Report instances of noncompliance to the proper management level.

Does this Code explain all the standards I need to know?
This Code is the cornerstone of ASTRO’s commitment to integrity. However, this Code is not intended to describe every law or policy that may apply to you. Make sure you know the additional rules that apply to you. To learn more about the other laws, regulations, standards and policies that may apply to you, consult the terms of contract, grant, cooperative agreement and/or other instrument applicable to your work, or speak with your manager or his/her superior or the Compliance Officer’s Office.

ASKING QUESTIONS AND RAISING CONCERNS

Your duty to speak up.
ASTRO strives to create a culture based on trust and individual responsibility. Employees may, however, encounter unethical or illegal behavior while at work. ASTRO is committed to providing a comfortable environment for employees to report such behavior. Each employee has the responsibility to speak up if something does not seem right.

See something? Hear something? Say something!

With whom do I report violations of law, of this Code or other concerns that I may have?
ASTRO strives to foster and maintain an environment of open, honest communication. However, if you have a concern about a legal or business conduct issue, you have options. The most important thing is that you ask the question or raise the concern.

Confidentiality will be maintained to the extent consistent with the best interest of the employees involved, the organization and the organization’s obligations to act ethically and responsibly.

Your supervisor is typically the best place to start with a compliance or integrity issue. However, you may also seek advice or report concerns to any manager of ASTRO or Compliance Officer’s Office at 703-839-7364. An anonymous hotline for reporting is also available at ethicalworkplace.astro.org.

Anti-retaliation
ASTRO prohibits retaliation, or taking any action with the intent to retaliate, against any employee who makes a report in good faith of a potential violation of the Code or participates in an investigation of any such reports. No employee making such a report in good faith will be discriminated against in terms and conditions of employment as a result of having made a report. Retaliation or a threat of retaliation is a serious violation of this Code that will result in appropriate disciplinary action, up to and including termination of employment of anyone who retaliated against an employee.

ASTRO'S COMPLIANCE PROGRAM

This Code is more than just a description of ASTRO’s standards, it is the centerpiece of the organization’s compliance and integrity program supported by ASTRO management. The compliance program is administered by the Emily Wilson, the Compliance Officer.

The Compliance Officer’s responsibilities include:

• Periodically reviewing ASTRO’s compliance policies and procedures, as well as relevant laws and regulations. The Compliance Officer is also responsible for revising ASTRO’s compliance policies and procedures, and/or implementing new compliance policies and procedures, as necessary.
• Scheduling and overseeing initial compliance training for new employees and annual compliance training for all employees. Although ASTRO may engage an outside party to develop training materials and conduct this training, the Compliance Officer is responsible for ensuring that all employees receive the required training and for maintaining a record of the training received for each employee.
• Ensuring that each employee reviews and acknowledges the Code. These policies will also be reviewed and acknowledged by new employees. The Compliance Officer is also responsible for maintaining a record of this acknowledgement for each employee.
• Initiating and overseeing an investigation when a report is received, no matter what the source. If deemed necessary, ASTRO may engage an outside party to assist the Compliance Officer in conducting an investigation. The Compliance Officer is responsible for implementing any corrective actions necessary as a result of an investigation and for maintaining a record of the report, investigation, conclusions, and corrective actions.
• Recommending disciplinary or other corrective action to senior management for determined violations of applicable law, regulation or organization policy.
• Being reasonably available, either in person or by telephone, to answer questions from ASTRO employees about the organization’s compliance policies. You can reach the Compliance Officer with any questions or concerns at 703-839-7364.

CONDUCTING BUSINESS

ASTRO is fully committed to maintaining a high degree of integrity, ethics and compliance, conducting every business transaction in compliance with the spirit and letter of the law and ASTRO policies. High standards of professional conduct and ethics are essential for ASTRO to achieve its goals. We rely on the good judgment of our employees to comply with the law, act with integrity and safeguard the organization’s reputation in every situation. Our culture is based on trust, mutual respect and high standards of professional conduct and ethics. This Code makes clear our basic expectations of our employees and all those with whom we do business.

Commitment to Human Rights
ASTRO is committed to basic human rights and dignity. ASTRO has a zero tolerance policy regarding the use of child labor, forced or bonded labor, the trafficking of persons, or the procurement of sex acts. Similar to ASTRO, the U.S. Government has a similar zero tolerance policy, which will be followed by all employees, subcontractors, and vendors working with ASTRO, regardless of whether such work relates to a U.S. Government contract. The United States Government policy is included in FAR 52.222-50 and ASTRO shall comply with the terms and spirit of this clause and all other applicable laws as required. More information regarding this policy can be found at FAR 52.222-50. Employees can also discuss this policy and its requirements with the Compliance Officer’s Office at 703-839-7364. Employees that violate the policy will be subject to punishment, including, where appropriate, removal from the contract, reduction in benefits or immediate termination.

Confidential Information
In addition to the confidentiality requirements set forth in ASTRO’s Employee Handbook, it is also important to note that in the course of performing your duties, you may, from time to time, be placed in a position of trust and confidence in which you receive or contribute to the creation of confidential, proprietary and/or government sensitive information relative to the operations of ASTRO or its clients, sponsors or other third parties. This confidential, proprietary and/or government sensitive information includes, but is not limited to: business, marketing, legal and accounting methods, policies, plans, procedures, strategies and techniques; information concerning ASTRO’s earnings and methods for doing business; research and development projects, plans and results; trade secrets (e.g., formulas, methods, processes and specifications) and technical information; trademarks; the names and addresses of ASTRO’s employees, suppliers, vendors, clients and potential clients; client lists; pricing, credit and financial information; other government sensitive information; and any other data or information relating to the business of ASTRO that is not known by and/or readily accessible to the public.

You may not use or disclose this confidential, proprietary and/or government sensitive information during your employment with us or after your employment with us has ended, except as necessary in the course of performing your job responsibilities for ASTRO and in furtherance of the organization’s interests. In particular, all incoming calls or inquiries received concerning the organization’s business activities must be referred to the appropriate manager or supervisor. If in doubt, please refer the matter to the Compliance Officer for clarification.

Information about Competitors
To compete in the marketplace, it is necessary to gather competitive information fairly. But some forms of information-gathering can violate the law. At ASTRO, we are committed to avoiding illegal and improper information-gathering, so it is important to know what you can and cannot do and what you must be careful about.

Legitimate sources of competitive information include any publicly available information or that which is not subject to contractual or government disclosure restrictions. The following information should never be accepted or used by ASTRO employees:

• A competitor’s confidential or proprietary information, government sensitive information related to the competitor, or something similar belonging to anyone else.
• Confidential or proprietary information or government sensitive information related to a competitor in any form that new hires have from prior employers (including prior employment with the government).
• Non-public information about a competitor’s bid if you are involved in bidding.
• Information on a competitor that someone offers to sell.

If you come into possession of any of the above prohibited information, contact the Compliance Officer immediately at 703-839-7364. If you have any questions about whether it is appropriate to accept or possess certain information, contact the Compliance Officer.

Other Business Practices
ASTRO competes for business, but some conduct in the name of competition is not consistent with the law or ASTRO’s commitment to integrity. Never compete by using unfair or illegal practices such as:

• Disparaging or false statements about competitors, their products or their services;
• Stealing or misusing competitor’s trade secrets;
• Cutting off a competitor’s sources of supply;
• Inducing clients to break contracts with competitors; or
• Paying bribes to help ASTRO or to hurt a competitor.

If you have any questions regarding your activities or the activities of another ASTRO employee, contact the Compliance Officer immediately at 703-839-7364.

Accurate and Complete Books, Records and Accounting
The integrity and completeness of recordkeeping is not only ASTRO’s policy, it is also mandated by law. ASTRO is required to keep books, records, and accounts that fairly reflect the transactions and dispositions of its assets. Proper accounting for all transactions is essential to ASTRO’s control of its affairs and the accuracy of its financial reporting. To maintain the integrity of the accounting records, all entries in ASTRO’s books must be prepared carefully and honestly and must be supported by adequate documentation to provide a complete, accurate and auditable record of the transactions they describe. All employees have a responsibility to assure that their work is complete and accurate. No false or misleading entries may be made for any reasons, and no employee may assist another person in making such entries. These policies apply to all recordkeeping of financial records, and client and vendor reporting.

Labor and Other Costs
ASTRO employees are responsible for understanding and complying with applicable labor recording policies and procedures. Employees are also responsible for properly accounting for labor, travel, material and other costs, and ensuring that they are accurately recorded and charged to ASTRO’s records. These costs include, but are not limited to, normal contract work, work related to independent research and development, and bid and proposal activities. Knowingly mischarging the time that you work or falsifying your time keeping violates ASTRO policy and the law. No employee shall knowingly charge time or other costs to an incorrect account or cost objective, or knowingly approve such mischarging. Transactions between ASTRO and outside individuals and organizations must be promptly and accurately entered in ASTRO’s books in accordance with generally accepted accounting practices and principles.

Under no circumstances should you misrepresent facts or falsify records. You must promptly report such matters to your supervisor or to the Compliance Officer whenever you believe that labor time or other costs may have been recorded or charged improperly.

When the Government is Your Client/Partner
Special rules apply when the government is a client/partner. Violations can result in criminal and civil penalties as well as exclusions from bidding on future government opportunities.

General Guidelines:
Those involved in preparing submissions to the government for funding opportunities need to know and understand these rules:

• Never seek or accept confidential bid information or government sensitive information related to a competitor;
• Never give or authorize the giving of any cash payment from ASTRO funds to any government official;
• Never give or authorize the giving of payments in goods to any government official;
• Never offer or provide gifts, gratuities or entertainment to any government official without prior written approval by the Compliance Officer;
• Know and follow anti-kickback rules, including restrictions on gifts by those seeking business from the government, including suppliers in the supply chain to such contracts;
• Conform strictly to the contract’s terms and conditions;
• Billings must always be accurate, complete and in full compliance with all rules and regulations;
• Labor hours and other costs, especially when performed under cost-reimbursable, time and materials, and labor-cost type contracts or grants must always be accurate, complete, and in full compliance with all rules and regulations.
• Be truthful, accurate, and complete in all invoices, representations and certifications;
• Know your government client’s specific rules and regulations; and
• Do not initiate any discussions about employment with any current or former government employee or agency with whom you have had a business relationship without first consulting the Compliance Officer. This includes employment with ASTRO or with a government agency.

If you have any further questions or concerns, please consult the Compliance Officer.

Federal False Claims Act:
The federal False Claims Act prohibits the knowing submission of false or fraudulent claims to the federal government to obtain payment from the federal government or to decrease an obligation owed by the federal government. The False Claims Act also prohibits knowingly making false statements to the federal government to obtain a false or fraudulent claim paid by the federal government or to decrease an obligation owed to the federal government.

Ensure that all statements made to government officials are accurate and to the best of your knowledge.

Mandatory Disclosure:
Federal funds carry with them varying obligations to affirmatively and timely disclose in writing certain matters to federal officials. It is the policy of ASTRO to fully and completely comply with these requirements, as set out below:

• Disclosures Related to Federal Grants and Cooperative Agreements
  The Office of Management and Budget’s (OMB) Uniform Administrative Requirements, Cost Principles and Audit Requirements for Federal Awards mandates that ASTRO timely disclose, in writing, to the Federal awarding agency (or pass-through entity, if applicable) all violations of Federal criminal law involving fraud, bribery or gratuity violations potentially affecting the Federal award. If you believe one of these various offenses have occurred, you are required to immediately report the matter to the Compliance Officer and cooperate with any subsequent action taken.
•  
• ASTRO’s failure to make required disclosures as set forth above may be subject to the following actions:
• The temporarily withholding of cash payments pending correction of the deficiency or more severe enforcement action by the Federal awarding agency or pass through entity;
• Disallowance all or part of the cost of the activity or action not in compliance;
• Whole or partial suspension or termination of the award;
• Initiation of suspension or debarment proceedings (or in the case of a pass-through entity, recommendation of such a proceeding to the Federal awarding agency);
• Withholding of further Federal awards for the project or program; and/or
• Other remedies that may be legally available.

Any infraction of this Policy by an employee of ASTRO is subject to disciplinary action, up to and including termination, and may result in criminal and/or civil consequences for the individuals involved.

• Disclosures Related to Federal Contracts
  The Federal Acquisition Regulation (“FAR”) mandates that ASTRO timely disclose, in writing, to the agency Office of the Inspector General (“OIG”), with a copy to the Contracting Officer, whenever, in connection with the award, performance or closeout of a Government contract or any subcontract thereunder, ASTRO has credible evidence that a principal, employee, agent or subcontractor of ASTRO has committed either:

• A violation of U.S. Federal criminal law involving fraud, conflict of interest, bribery, or gratuity violations found in Title 18 of the United States Code; or
• A violation of the civil False Claims Act.

If the violation relates to an order against a Government-wide acquisition contract, a multi-agency contract, a multiple-award schedule contract such as the Federal Supply Schedule, or any other procurement instrument intended for use by multiple agencies, ASTRO must notify the OIG of the ordering agency and the Inspector General of the agency responsible for the basic contract.

ASTRO may be suspended and/or debarred for a knowing failure by a principal to timely disclose to the Government, in connection with the award, performance, or closeout of a Government contract performed by ASTRO or a subcontract awarded thereunder, credible evidence of a violation of U.S. Federal criminal law involving fraud, conflict of interest, bribery or gratuity violations found in Title 18 of the United States Code or a violation of the civil False Claims Act. ASTRO may also be suspended and/or debarred for a knowing failure by a principal to timely disclose to the Contracting Officer credible evidence of a significant overpayment, other than overpayments resulting from contract financing payments as defined in FAR 32.001. Any infraction of this Policy by an employee of ASTRO is subject to disciplinary action, up to and including termination, and may result in criminal and/or civil consequences for the individuals involved.

If you have any questions relating to these requirements, or if you believe one of the various offenses detailed in this subsection has occurred, consult the Compliance Officer and cooperate with any subsequent action taken.

Procurement Integrity.
Laws relating to the fairness and integrity of procurement processes vary by jurisdiction; however, they generally impose the following obligations:

• Restricts the disclosure of source selection information (such as technical and cost or pricing evaluation plans, etc.) and contractor bid or proposal information;
• Prohibits obtaining source selection or contractor bid or proposal information;
• Imposes disclosure requirements for both public sector and private individuals; and
• Places certain restrictions on former public sector officials.

In light of these general obligations, anyone who comes in possession of source selection information and/or contractor bid or proposal information should secure the information immediately and notify your supervisor or Compliance Officer. Similarly, if you know of, detect or suspect any other procurement integrity violation, you must notify your supervisor or Compliance Officer immediately at 703-839-7364.

Conflicts of Interest
ASTRO depends on the continued trust of our clients, subcontractors and other stakeholders. ASTRO has several Conflicts of Interest Policies that are located at the following website: www.astro.org/COI-Policies.aspx. To the extent an activity is not covered by those specific conflicts of interest policies, the following policy applies.

Conflicts of Interest Involving Federal Funds ASTRO intends to fully and completely comply with federal law regarding contracts and grants supported by federal grants and cooperative agreements. The OMB Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards mandates that no employee, officer, or agent may participate in the selection, award, or administration of a contract or grant supported by a Federal award if he or she has a real or apparent conflict of interest. Such a conflict of interest would arise when the employee, officer, or agent, any member of his or her immediate family, his or her partner, or an organization which employs or is about to employ any of the parties indicated herein, has a financial or other interest in or a tangible personal benefit from a firm considered for a contract or grant.

Organizational Conflicts of Interest
“Organizational conflicts of interest” means that because of relationships with a parent company, affiliate, or subsidiary organization, the non-Federal entity is unable or appears to be unable to be impartial in conducting a procurement action involving a related organization.

Whenever ASTRO, including any of its parent, affiliate or subsidiary organizations, anticipates contemplating and/or doing business with a parent, affiliate or subsidiary organization that is at least partially funded with Federal grant funds, ASTRO shall assess such situation to determine if an organizational conflict of interest exists. If the organization determines that an organizational conflict of interest exists (or likely exists), ASTRO shall determine whether the organizational conflict of interest can be mitigated or if other action is required to ensure the integrity of ASTRO’s business practices. If you know of, detect or suspect an organizational conflict of interest, you must notify your supervisor or Compliance Officer immediately at 703-839-7364.

Giving and Accepting Gifts, Entertainment and Travel
ASTRO’s business depends on creating productive successful relationships with vendors and clients. These relationships must be based on sound, fair business decisions. The following guidelines are intended to help employees who work with vendors, clients, partners, sponsors and other third parties to understand the common sense principles to apply when offered or offering gifts, entertainment or travel.[1]

General Gift Guidelines:
There are clear and generally obvious forms of gifts, entertainment and travel that are NEVER allowed to be accepted or given by ASTRO employees and constitute a clear violation of the Code. These include:

• Cash (including chips for gambling), loans, stock, or stock options;
• Any item which is provided in direct exchange (i.e., quid pro quo) for a reciprocal action;
• Any item that is illegal, sexually explicit, or would violate ASTRO’s commitment of respect towards all those the organization deals with;
• Any item offered during a competitive bid or negotiation with a vendor or client; and
• Excessive, lavish or frequent gifts, entertainment or travel (e.g., season tickets, club memberships, expensive jewelry, a computer system, etc.).

Given the foregoing, ASTRO employees may accept gifts from vendors, clients, partners, sponsors and other third parties so long as they do not inappropriately influence that employee’s judgment and responsibility to ASTRO.

Gifts for Government Recipients:
ASTRO employees may provide government clients with certain promotional “premiums” (such as t-shirts, coffee mugs, pens or key chains) imprinted with the ASTRO logo or sales information. ASTRO employees may also offer government clients modest items of food, refreshments, greeting cards or items with little intrinsic value (i.e., coffee, donuts, plaques, certificates and trophies). ASTRO employees may also offer gifts on any one occasion with $20 or less in value. However, the total value of gifts given to a government client cannot exceed $50 per calendar year. Gifts, gratuities, entertainment or travel to government officials may be allowed in other circumstances but may not be offered or given without prior written approval by the Compliance Officer.

Recruiting or Soliciting Employment to Government Officials
The Compliance Officer must approve the recruitment or hiring of any former government official. You should not offer or suggest employment with ASTRO to any government official or employee. If a government official or employee solicits employment with ASTRO through you, you should cease discussions with this individual and contact your supervisor or Compliance Officer immediately.

Compliance with Laws, Rules and Regulations
All employees must respect and obey the local, state and federal laws, rules and regulations applicable to ASTRO. Although not all employees are expected to know the details of these requirements, it is important to know enough to determine when to seek advice from supervisors, managers or the Compliance Officer.

If an employee is unsure of what laws, rules and regulations are applicable to his/her work with ASTRO, s/he should consult his/her supervisor or manager, or the Compliance Officer.