Common use of Board of Directors Oversight Clause in Contracts

Board of Directors Oversight. The Risk Oversight Committee shall be responsible for the review and oversight of matters related to compliance with Federal health care program requirements and the requirements of this CIA. The Risk Oversight Committee must include independent (i.e., non-employee and non-executive) members. The Risk Oversight Committee shall, at a minimum, be responsible for the following: a. meeting at least quarterly to review and oversee SPD’s compliance program, including but not limited to the performance of the Compliance Officer and Compliance Committee; b. submitting to the OIG a description of the documents and other materials it reviewed, as well as any additional steps taken, such as the engagement of an independent advisor or other third party resources, in its oversight of the compliance program and in support of making the resolution below during each Reporting Period; and c. for each Reporting Period of the CIA, adopting a resolution, signed by each member of the Risk Oversight Committee summarizing its review and oversight of SPD’s compliance with Federal health care program requirements, FDA requirements, and the requirements of this CIA. At minimum, the resolution shall include the following language: “The Risk Oversight Committee has made a reasonable inquiry into the operations of SPD’s compliance program including the performance of the Compliance Officer and the Compliance Committee. Based on its inquiry and review, the Risk Oversight Committee has concluded that, to the best of its knowledge, SPD has implemented an effective compliance program to meet Federal health care program requirements, FDA requirements, and the requirements of the CIA.” If the Risk Oversight Committee is unable to provide such a conclusion in the resolution, the Risk Oversight Committee shall include in the resolution a written explanation of the reasons why it is unable to provide the conclusion and the steps it is taking to implement an effective compliance program at SPD. SPD shall report to OIG, in writing, any changes in the composition of the Risk Oversight Committee, or any actions or changes that would affect the Risk Oversight Committee’s ability to perform the duties necessary to meet the requirements in this CIA, within 15 business days after such a change.

Board of Directors Oversight. The Risk Oversight Committee Board shall be responsible for the review and oversight of matters related to compliance with Federal health care program requirements requirements, FDA requirements, and the requirements of this CIA. The Risk Oversight Committee Board must include independent (i.e., non-employee and non-executive) members. members.‌‌ The Risk Oversight Committee Board shall, at a minimum, be responsible for the following: a. meeting at least quarterly to review and oversee SPDEssilor’s compliance program, including but not limited to the performance of the Compliance Officer and Compliance Committee;Committee;‌ b. submitting to the OIG a description of the documents and other materials it reviewed, as well as any additional steps taken, such as the engagement of an independent advisor or other third party resources, in its oversight of the compliance program and in support of making the resolution below during each Reporting Period; andPeriod;‌ c. for each Reporting Period of the CIA, adopting a resolution, signed by each member of the Risk Oversight Committee Board, summarizing its review and oversight of SPDEssilor’s compliance with Federal health care program requirements, FDA requirements, and the requirements of this CIA; and‌ d. for each Reporting Period of the CIA, the Board shall retain an individual or entity with expertise in compliance with Federal health care program and FDA requirements (Compliance Expert) to perform a review of the effectiveness of Essilor’s compliance program (Compliance Program Review). The Compliance Expert shall prepare a written report about the Compliance Program Review. The written report (Compliance Program Review Report) shall include a description of the Compliance Program Review and any‌ recommendations with respect to Xxxxxxx’s compliance program. The Board shall review the Compliance Program Review Report as part of its review and oversight of Essilor’s compliance program. A copy of the Compliance Program Review report shall be provided to OIG in each Annual Report submitted by Essilor. In addition, copies of any materials provided to the Board by the Compliance Expert, along with minutes of any meetings between the Compliance Expert and the Board, shall be made available to OIG upon request. At minimum, the resolution shall include the following language: “The Risk Oversight Committee Board has made a reasonable inquiry into the operations of SPDXxxxxxx’s compliance program including the performance of the Compliance Officer and the Compliance Committee. Based on its inquiry and review, the Risk Oversight Committee Board has concluded that, to the best of its knowledge, SPD Essilor has implemented an effective compliance program to meet Federal health care program requirements, FDA requirements, and the requirements of the CIACorporate Integrity Agreement.” If the Risk Oversight Committee Board is unable to provide such a conclusion in the resolution, the Risk Oversight Committee Board shall include in the resolution a written explanation of the reasons why it is unable to provide the conclusion and the steps it is taking to implement an effective compliance program at SPDEssilor. SPD Essilor shall report to OIG, in writing, any changes in the composition of the Risk Oversight CommitteeBoard, or any actions or changes that would affect the Risk Oversight CommitteeBoard’s ability to perform the duties necessary to meet the requirements in this CIA, within 15 business days after such a change.

Board of Directors Oversight. The Risk Oversight Committee Board shall be responsible for the review and oversight of matters related to compliance with Federal health care program requirements requirements, FDA requirements, and the requirements of this CIA. The Risk Oversight Committee must include independent (i.e., non-employee and non-executive) members. The Risk Oversight Committee shall, at a minimum, be responsible for the following:CIA.‌ a. meeting at least quarterly to review and oversee SPDArthrex’s compliance program, including but not limited to the performance of the Compliance Officer and Compliance Committee;Committee;‌ b. submitting to the OIG a description of the documents and other materials it reviewed, as well as any additional steps taken, such as the engagement of an independent advisor or other third party resources, in its oversight of the compliance program and in support of making the resolution below during each Reporting Period; andand‌ c. for each Reporting Period of the CIA, adopting a resolution, signed by each member of the Risk Oversight Committee Board, summarizing its review and oversight of SPDArthrex’s compliance with Federal health health‌ care program requirements, FDA requirements, and the requirements of this CIA. At minimum, the resolution shall include the following language: “The Risk Oversight Committee Board has made a reasonable inquiry into the operations of SPDArthrex’s compliance program including the performance of the Compliance Officer and the Compliance Committee. Based on its inquiry and review, the Risk Oversight Committee Board has concluded that, to the best of its knowledge, SPD Arthrex has implemented an effective compliance program to meet Federal health care program requirements, FDA requirements, and the requirements of the CIACorporate Integrity Agreement.” If the Risk Oversight Committee Board is unable to provide such a conclusion in the resolution, the Risk Oversight Committee Board shall include in the resolution a written explanation of the reasons why it is unable to provide the conclusion and the steps it is taking to implement an effective compliance program at SPDArthrex. SPD Arthrex shall report to OIG, in writing, any changes in the composition of the Risk Oversight CommitteeBoard, or any actions or changes that would affect the Risk Oversight CommitteeBoard’s ability to perform the duties necessary to meet the requirements in this CIA, within 15 business days after such a change.

Board of Directors Oversight. The Risk Oversight Committee Board shall be responsible for the review and oversight of matters related to compliance with Federal health care program requirements requirements, and the requirements of this CIA. The Risk Oversight Committee Board must include independent (i.e., non-employee and non-executive) members. members.‌‌ The Risk Oversight Committee Board shall, at a minimum, be responsible for the following: a. meeting at least quarterly to review and oversee SPD’s Respironics’ compliance program, including but not limited to the performance of the Compliance Officer and Compliance CommitteeCommittee;‌ b. reviewing all Monitor reports issued pursuant to Section‌ III.E.4 of this CIA (or summaries thereof), as well as any Respironics’ responses to such reports prior to the submission of such response to the Monitor and OIG; b. c. submitting to the OIG a description of the documents and other materials it reviewed, as well as any additional steps taken, such as the engagement of an independent advisor or other third party resources, in its oversight of the compliance program and in support of making the resolution below during each Reporting Period; andand‌ c. d. for each Reporting Period of the CIA, adopting a resolution, signed by each member of the Risk Oversight Committee Board, summarizing its review and oversight of SPD’s Respironics’ compliance with Federal health care program requirements, FDA requirements, and the requirements of this CIA. CIA.‌ At minimum, the resolution shall include the following language: “The Risk Oversight Committee Board has made a reasonable inquiry into the operations of SPD’s Respironics’ compliance program including the performance of the Compliance Officer and the Compliance Committee. Based on its inquiry and review, the Risk Oversight Committee Board has concluded that, to the best of its knowledge, SPD Respironics has implemented an effective compliance program to meet Federal health care program requirements, FDA requirements, and the requirements of the CIACorporate Integrity Agreement.” If the Risk Oversight Committee Board is unable to provide such a conclusion in the resolution, the Risk Oversight Committee Board shall include in the resolution a written explanation of the reasons why it is unable to provide the conclusion and the steps it is taking to implement an effective compliance program at SPDRespironics. SPD Respironics shall report to OIG, in writing, any changes in the composition of the Risk Oversight CommitteeBoard, or any actions or changes that would affect the Risk Oversight CommitteeBoard’s ability to perform the duties necessary to meet the requirements in this CIA, within 15 business days after such a change.

Board of Directors Oversight. The Risk Oversight Committee Board of Flower Mound shall be responsible for the review and oversight of matters related to compliance with Federal health care program requirements and the requirements of this CIA. The Risk Oversight Committee Board must include independent (i.e., non-employee and non-executive) members. members.‌ The Risk Oversight Committee Board shall, at a minimum, be responsible for the following: a. meeting at least quarterly to review and oversee SPDFlower Mound’s compliance program, including but not limited to the performance of the Compliance Officer and Compliance Committee;Committee;‌ b. submitting to the OIG a description of the documents and other materials it reviewed, as well as any additional steps taken, such as the engagement of an independent advisor or other third party resources, in its oversight of the compliance program and in support of making the resolution below during each Reporting Period; andand‌ c. for each Reporting Period of the CIA, adopting a resolution, signed by each member of the Risk Oversight Committee Board summarizing its review and oversight of SPDFlower Mound’s compliance with Federal health care program requirements, FDA requirements, requirements and the requirements of this CIA. CIA.‌ At minimum, the resolution shall include the following language: “The Risk Oversight Committee Board has made a reasonable inquiry into the operations of SPDFlower Mound’s compliance program including the performance of the Compliance Officer and the Compliance Committee. Based on its inquiry and review, the Risk Oversight Committee Board has concluded that, to the best of its knowledge, SPD Flower Mound has implemented an effective compliance program to meet Federal health care program requirements, FDA requirements, requirements and the requirements of the CIA.” If the Risk Oversight Committee Board is unable to provide such a conclusion in the resolution, the Risk Oversight Committee Board shall include in the resolution a written explanation of the reasons why it is unable to provide the conclusion and the steps it is taking to implement an effective compliance program at SPDFlower Mound. SPD Flower Mound shall report to OIG, in writing, any changes in the composition of the Risk Oversight CommitteeBoard, or any actions or changes that would affect the Risk Oversight CommitteeBoard’s ability to perform the duties necessary to meet the requirements in this CIA, within 15 business days after such a change.