The Board appears to have been informed about this project and other efforts to assure
compliance with the law. For example, Caremark's management reported to the Board that
Caremark's sales force was receiving an ongoing education regarding the ARPL and the proper use
of Caremark's form contracts which had been approved by in-house counsel. On July 27, 1993, the
new ethics manual, expressly prohibiting payments in exchange for referrals and requiring
employees to report all illegal conduct to a toll free confidential ethics hotline, was approved and
allegedly disseminated.5
The record suggests that Caremark continued these policies in subsequent
years, causing employees to be given revised versions of the ethics manual and requiring them to
participate in training sessions concerning compliance with the law.