Common use of Board Oversight Clause in Contracts

Board Oversight. The Board shall be responsible for the review and oversight of CHN’s compliance with Federal health care program requirements and the requirements of this CIA. The Board must include independent (e.g, non-employee, non-owner, and non-executive) members. The Board shall, at a minimum, be responsible for the following: a. meeting at least quarterly to review and oversee CHN’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 materials it reviewed and 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; c. for each Reporting Period of the CIA, adopting a resolution, approved by each member of the Board regarding its review and oversight of CHN’s compliance with Federal health care program requirements and the requirements of this CIA. At minimum, the resolution shall include the following language: “The Board has made a reasonable inquiry into the operations of CHN’s compliance program including the performance of the Compliance Officer and the Compliance Committee. Based on its inquiry and review, the Board has concluded that, to the best of its knowledge, CHN has implemented an effective compliance program to meet Federal health care program requirements and the requirements of CHN’s Corporate Integrity Agreement with the Office of Inspector General of the Department of Health and Human Services.” If the Board is unable to adopt such a resolution, the Board shall provide a written explanation of the reasons why it is unable to adopt the resolution and the steps the Board is taking to implement an effective compliance program at CHN; and d. within 90 days of the Effective Date, the Board shall retain an individual or entity with expertise in compliance with Federal health care program requirements (Compliance Expert) to perform a review of the effectiveness of CHN’s compliance program for each Reporting Period of the CIA. The Compliance Expert must not be employed or engaged by CHN and must not have a current or prior relationship to CHN that would cause a reasonable person to question the Compliance Expert’s objectivity in performing the review. The Compliance Expert shall prepare a written report that includes a description of the review and any recommendations with respect to CHN’s compliance program. The Board shall review the compliance program review report as part of its review and oversight of CHN’s compliance program. A copy of the report and the Board’s response to the report, along with corrective action plan(s) related to any report recommendations, shall be provided to OIG in each Annual Report submitted by CHN, along with a certification from the Compliance Expert that it does not have a prohibited relationship with CHN as set forth above and a summary of any current or prior relationships with CHN. 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. CHN shall report to OIG, in writing, any changes in the membership of the Board, within 15 business days after such a change.

Board Oversight. The Board Committee shall be responsible for the review and oversight of CHNProvider’s compliance with Federal health care program requirements and the requirements of this CIA. The Board must include at least one independent (e.g, non- owner, non-employee, non-owner, and non-executive) membersmember. The Board Committee shall, at a minimum, be responsible for the following: a. meeting at least quarterly to review and oversee CHNProvider’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 materials it reviewed and any additional steps taken, such as the engagement of an independent advisor or other third 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, resolution approved by each member of the Board Committee regarding its review and oversight of CHNProvider’s compliance with Federal health care program requirements and the requirements of this CIA. At minimum, the resolution shall include the following language: “The Board has made a reasonable inquiry into the operations of CHNProvider’s compliance program program, including the performance of the Compliance Officer and the Compliance Committee. Based on its inquiry and review, the Board Committee has concluded that, to the best of its knowledge, CHN Provider has implemented an effective compliance program to meet Federal health care program requirements and the requirements of CHNProvider’s Corporate Integrity Agreement with the Office of Inspector General of the Department of Health and Human Services.” If the Board Committee is unable to adopt such a resolution, the Board Committee shall provide a written explanation of the reasons why it is unable to adopt the resolution and the steps the Board Committee is taking to implement an effective compliance program at CHN; and d. within 90 days of the Effective Date, the Board shall retain an individual or entity with expertise in compliance with Federal health care program requirements (Compliance Expert) to perform a review of the effectiveness of CHN’s compliance program for each Reporting Period of the CIAProvider. The Compliance Expert must not be employed or engaged by CHN and must not have a current or prior relationship to CHN that would cause a reasonable person to question the Compliance Expert’s objectivity in performing the review. The Compliance Expert shall prepare a written report that includes a description of the review and any recommendations with respect to CHN’s compliance program. The Board shall review the compliance program review report as part of its review and oversight of CHN’s compliance program. A copy of the report and the Board’s response to the report, along with corrective action plan(s) related to any report recommendations, shall be provided to OIG in each Annual Report submitted by CHN, along with a certification from the Compliance Expert that it does not have a prohibited relationship with CHN as set forth above and a summary of any current or prior relationships with CHN. 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. CHN Provider shall report to OIG, in writing, any changes in the membership of the BoardBoard Committee, within 15 business days after such a change.

Board Oversight. The Board shall be responsible for the review and oversight of CHNNumotion’s compliance with Federal health care program requirements and the requirements of this CIA. The Board must include independent (e.gi.e., non-employee, non-owner, employee and non-non- executive) members. The Board shall, at a minimum, be responsible for the following:members.‌ a. meeting at least quarterly to review and oversee CHNNumotion’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 materials it reviewed and any additional steps taken, such as the engagement of an independent advisor or other third third-party resources, in its oversight 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, resolution approved by each member of the Board regarding its review and oversight of CHNNumotion’s compliance with Federal health care program requirements and the requirements of this CIA; and‌ d. within 90 days after the Effective Date, the Board shall retain an individual or entity with expertise in compliance with Federal health care program requirements (Compliance Expert) to perform a review of the effectiveness of Numotion’s compliance program for each Reporting Period of the CIA. The Compliance Expert must not be employed or engaged by Numotion and must not have a current or prior relationship to Numotion that would cause a reasonable person to question the Compliance Expert’s objectivity in performing the review. The Compliance Expert shall prepare a written report that includes a description of the review and any recommendations with respect to Numotion’s compliance program. The Board shall review the compliance program review report as part of its review and oversight of Numotion’s compliance program. A copy of the report and the Board’s response to the report, along with corrective action plan(s) related to any report recommendations, shall be provided to OIG in the first and fourth Annual Reports submitted by Numotion, along with a certification from the Compliance Expert that it does not have a prohibited relationship with Numotion as set forth above and a summary of any current or prior relationships with Numotion. 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 Board has made a reasonable inquiry into the operations of CHNNumotion’s compliance program program, including the performance of the Compliance Officer and the Compliance Committee. Based on its inquiry and review, the Board has concluded that, to the best of its knowledge, CHN Numotion has implemented an effective compliance program to meet Federal health care program requirements and the requirements of CHNNumotion’s Corporate Integrity Agreement with the Office of Inspector General of the Department of Health and Human Services.” If the Board is unable to adopt such a resolution, the Board shall provide a written explanation of the reasons why it is unable to adopt the resolution and the steps the Board is taking to implement an effective compliance program at CHN; and d. within 90 days of the Effective Date, the Board shall retain an individual or entity with expertise in compliance with Federal health care program requirements (Compliance Expert) to perform a review of the effectiveness of CHN’s compliance program for each Reporting Period of the CIA. The Compliance Expert must not be employed or engaged by CHN and must not have a current or prior relationship to CHN that would cause a reasonable person to question the Compliance Expert’s objectivity in performing the review. The Compliance Expert shall prepare a written report that includes a description of the review and any recommendations with respect to CHN’s compliance program. The Board shall review the compliance program review report as part of its review and oversight of CHN’s compliance program. A copy of the report and the Board’s response to the report, along with corrective action plan(s) related to any report recommendations, shall be provided to OIG in each Annual Report submitted by CHN, along with a certification from the Compliance Expert that it does not have a prohibited relationship with CHN as set forth above and a summary of any current or prior relationships with CHN. 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. CHN Numotion.‌‌ Numotion shall report to OIG, in writing, any changes in the membership of the Board, within 15 business days after such a change.change.‌

Board Oversight. The Board shall be responsible for the review and oversight of CHNRite Aid’s compliance with Federal health care program requirements and the requirements of this CIA. The Board must include at least one independent (e.g, non-employeeowner, non-owneremployee, and non-executive) membersmember. The Board shall, at a minimum, be responsible for the following: a. meeting at least quarterly to review and oversee CHNRite Aid’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 materials it reviewed and any additional steps taken, such as the engagement of an independent advisor or other third 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, resolution approved by each member of the Board regarding its review and oversight of CHNRite Aid’s compliance with Federal health care program requirements and the requirements of this CIA. At minimum, the resolution shall include the following language: “The Board has made a reasonable inquiry into the operations of CHNRite Aid’s compliance program program, including the performance of the Compliance Officer and the Compliance Committee. Based on its inquiry and review, the Board has concluded that, to the best of its knowledge, CHN Rite Aid has implemented an effective compliance program to meet Federal health care program requirements and the requirements of CHNRite Aid’s Corporate Integrity Agreement with the Office of Inspector General of the Department of Health and Human Services.” If the Board is unable to adopt such a resolution, the Board shall provide a written explanation of the reasons why it is unable to adopt the resolution and the steps the Board is taking to implement an effective compliance program at CHN; and d. within 90 days of the Effective Date, the Board shall retain an individual or entity with expertise in compliance with Federal health care program requirements (Compliance Expert) to perform a review of the effectiveness of CHN’s compliance program for each Reporting Period of the CIARite Aid. The Compliance Expert must not be employed or engaged by CHN and must not have a current or prior relationship to CHN that would cause a reasonable person to question the Compliance Expert’s objectivity in performing the review. The Compliance Expert shall prepare a written report that includes a description of the review and any recommendations with respect to CHN’s compliance program. The Board shall review the compliance program review report as part of its review and oversight of CHN’s compliance program. A copy of the report and the Board’s response to the report, along with corrective action plan(s) related to any report recommendations, shall be provided to OIG in each Annual Report submitted by CHN, along with a certification from the Compliance Expert that it does not have a prohibited relationship with CHN as set forth above and a summary of any current or prior relationships with CHN. 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. CHN Rite Aid shall report to OIG, in writing, any changes in the membership of the Board, within 15 business days after such a change.

Board Oversight. The Board shall be responsible for the review and oversight of CHNLincare’s compliance with Federal health care program requirements and the requirements of this CIA. The Board must include at least one independent (e.g, non-employeeowner, non-owneremployee, and non-executive) membersmember. The Board shall, at a minimum, be responsible for the following: a. meeting at least quarterly to review and oversee CHNLincare’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 materials it reviewed and any additional steps taken, such as the engagement of an independent advisor or other third third-party resources, in its oversight of the compliance program and in support of making the resolution below during each Reporting Period; c. for each Reporting Period of the CIA, adopting a resolution, resolution approved by each member of the Board regarding its review and oversight of CHNLincare’s compliance with Federal health care program requirements and the requirements of this CIA; and d. within 120 days after the Effective Date, the Board shall retain an individual or entity with expertise in compliance with Federal health care program requirements (Compliance Expert) to perform a review of the effectiveness of Lincare’s compliance program for each Reporting Period of the CIA. The Compliance Expert must not be employed or engaged by Lincare and must not have a current or prior relationship to Lincare that would cause a reasonable person to question the Compliance Expert’s objectivity in performing the review. The Compliance Expert shall prepare a written report that includes a description of the review and any recommendations with respect to Lincare’s compliance program. The Board shall review the compliance program review report as part of its review and oversight of Lincare’s compliance program. A copy of the report and the Board’s response to the report, along with corrective action plan(s) related to any report recommendations, shall be provided to OIG in each Annual Report submitted by Lincare, along with a certification from the Compliance Expert that it does not have a prohibited relationship with Lincare as set forth above and a summary of any current or prior relationships with Lincare. 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 Board has made a reasonable inquiry into the operations of CHNLincare’s compliance program program, including the performance of the Compliance Officer and the Compliance Committee. Based on its inquiry and review, the Board has concluded that, to the best of its knowledge, CHN Lincare has implemented an effective compliance program to meet Federal health care program requirements and the requirements of CHNLincare’s Corporate Integrity Agreement with the Office of Inspector General of the Department of Health and Human Services.” If the Board is unable to adopt such a resolution, the Board shall provide a written explanation of the reasons why it is unable to adopt the resolution and the steps the Board is taking to implement an effective compliance program at CHN; and d. within 90 days of the Effective Date, the Board shall retain an individual or entity with expertise in compliance with Federal health care program requirements (Compliance Expert) to perform a review of the effectiveness of CHN’s compliance program for each Reporting Period of the CIALincare. The Compliance Expert must not be employed or engaged by CHN and must not have a current or prior relationship to CHN that would cause a reasonable person to question the Compliance Expert’s objectivity in performing the review. The Compliance Expert shall prepare a written report that includes a description of the review and any recommendations with respect to CHN’s compliance program. The Board shall review the compliance program review report as part of its review and oversight of CHN’s compliance program. A copy of the report and the Board’s response to the report, along with corrective action plan(s) related to any report recommendations, shall be provided to OIG in each Annual Report submitted by CHN, along with a certification from the Compliance Expert that it does not have a prohibited relationship with CHN as set forth above and a summary of any current or prior relationships with CHN. 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. CHN Lincare shall report to OIG, in writing, any changes in the membership of the Board, within 15 business days after such a change.

Board Oversight. The Board (or the Reimbursement Compliance Committee of the Board (“Board Committee”) shall be responsible for the review and oversight of CHNGold Coast’s compliance with Federal health care program requirements and the requirements of this CIA. The Board must include independent (e.gi.e., non-employee, non-owner, employee and non-executive) members. The Board shall, at a minimum, be responsible for the following:members.‌ a. meeting at least quarterly to review and oversee CHNGold Coast’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 materials it reviewed and any additional steps taken, such as the engagement of an independent advisor or other third 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, resolution approved by each member of the Board regarding its review and and‌ oversight of CHNGold Coast’s compliance with Federal health care program requirements and the requirements of this CIA. CIA.‌ At minimum, the resolution shall include the following language: “The Board has made a reasonable inquiry into the operations of CHNGold Coast’s compliance program program, including the performance of the Compliance Officer and the Compliance Committee. Based on its inquiry and review, the Board has concluded that, to the best of its knowledge, CHN Gold Coast has implemented an effective compliance program to meet Federal health care program requirements and the requirements of CHNGold Coast’s Corporate Integrity Agreement with the Office of Inspector General of the Department of Health and Human Services.” If the Board is unable to adopt such a resolution, the Board shall provide a written explanation of the reasons why it is unable to adopt the resolution and the steps the Board is taking to implement an effective compliance program at CHN; and d. within 90 days of the Effective Date, the Board shall retain an individual or entity with expertise in compliance with Federal health care program requirements (Compliance Expert) to perform a review of the effectiveness of CHN’s compliance program for each Reporting Period of the CIAGold Coast. The Compliance Expert must not be employed or engaged by CHN and must not have a current or prior relationship to CHN that would cause a reasonable person to question the Compliance Expert’s objectivity in performing the review. The Compliance Expert shall prepare a written report that includes a description of the review and any recommendations with respect to CHN’s compliance program. The Board shall review the compliance program review report as part of its review and oversight of CHN’s compliance program. A copy of the report and the Board’s response to the report, along with corrective action plan(s) related to any report recommendations, shall be provided to OIG in each Annual Report submitted by CHN, along with a certification from the Compliance Expert that it does not have a prohibited relationship with CHN as set forth above and a summary of any current or prior relationships with CHN. 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. CHN Gold Coast shall report to OIG, in writing, any changes in the membership of the Board, within 15 business days after such a change.

Board Oversight. The Board shall be responsible for the review and oversight of CHNPaksn’s compliance with Federal health care program requirements and the requirements of this CIA. The Board must include at least one independent (e.ge.g., non-owner, non-employee, non-owner, and non-executive) membersmember. The Board shall, at a minimum, be responsible for the following: a. meeting at least quarterly to review and oversee CHNPaksn’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 materials it reviewed and 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, resolution approved by each member of the Board regarding its review and oversight of CHNPaksn’s compliance with Federal health care program requirements and the requirements of this CIA. At minimum, the resolution shall include the following language: “The Board has made a reasonable inquiry into the operations of CHNPaksn’s compliance program including the performance of the Compliance Officer and the Compliance Committee. Based on its inquiry and review, the Board has concluded that, to the best of its knowledge, CHN Paksn has implemented an effective compliance program to meet Federal health care program requirements and the requirements of CHNPaksn’s Corporate Integrity Agreement with the Office of Inspector General of the Department of Health and Human Services.” If the Board is unable to adopt such a resolution, the Board shall provide a written explanation of the reasons why it is unable to adopt the resolution and the steps the Board is taking to implement an effective compliance program at CHN; and d. within 90 days of the Effective Date, the Board shall retain an individual or entity with expertise in compliance with Federal health care program requirements (Compliance Expert) to perform a review of the effectiveness of CHN’s compliance program for each Reporting Period of the CIAPaksn. The Compliance Expert must not be employed or engaged by CHN and must not have a current or prior relationship to CHN that would cause a reasonable person to question the Compliance Expert’s objectivity in performing the review. The Compliance Expert shall prepare a written report that includes a description of the review and any recommendations with respect to CHN’s compliance program. The Board shall review the compliance program review report as part of its review and oversight of CHN’s compliance program. A copy of the report and the Board’s response to the report, along with corrective action plan(s) related to any report recommendations, shall be provided to OIG in each Annual Report submitted by CHN, along with a certification from the Compliance Expert that it does not have a prohibited relationship with CHN as set forth above and a summary of any current or prior relationships with CHN. 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. CHN Paksn shall report to OIG, in writing, any changes in the membership of the Board, within 15 business days after such a change.

Board Oversight. The Board shall be responsible for the review and oversight of CHNRenew’s compliance with Federal health care program requirements and the requirements of this CIA. The Board must include at least one independent (e.g, non-employeeowner, non-owneremployee, and non-executive) membersmember. The Board shall, at a minimum, be responsible for the following: a. meeting at least quarterly to review and oversee CHNXxxxx’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 materials it reviewed and any additional steps taken, such as the engagement of an independent advisor or other third third-party resources, in its oversight of the compliance program and in support of making the resolution below during each Reporting Period; c. for each Reporting Period of the CIA, adopting a resolution, resolution approved by each member of the Board regarding its review and oversight of CHNRenew’s compliance with Federal health care program requirements and the requirements of this CIA; and d. within 90 days after the Effective Date, the Board shall retain an individual or entity with expertise in compliance with Federal health care program requirements (Compliance Expert) to perform a review of the effectiveness of Renew’s compliance program for each Reporting Period of the CIA. The Compliance Expert must not be employed or engaged by Xxxxx and must not have a current or prior relationship to Renew that would cause a reasonable person to question the Compliance Expert’s objectivity in performing the review. The Compliance Expert shall prepare a written report that includes a description of the review and any recommendations with respect to Xxxxx’s compliance program. The Board shall review the compliance program review report as part of its review and oversight of Renew’s compliance program. A copy of the report and the Board’s response to the report, along with corrective action plan(s) related to any report recommendations, shall be provided to OIG in each Annual Report submitted by Renew, along with a certification from the Compliance Expert that it does not have a prohibited relationship with Renew as set forth above and a summary of any current or prior relationships with Renew. 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 Board has made a reasonable inquiry into the operations of CHNXxxxx’s compliance program program, including the performance of the Compliance Officer and the Compliance Committee. Based on its inquiry and review, the Board has concluded that, to the best of its knowledge, CHN Xxxxx has implemented an effective compliance program to meet Federal health care program requirements and the requirements of CHNRenew’s Corporate Integrity Agreement with the Office of Inspector General of the Department of Health and Human Services.” If the Board is unable to adopt such a resolution, the Board shall provide a written explanation of the reasons why it is unable to adopt the resolution and the steps the Board is taking to implement an effective compliance program at CHN; and d. within 90 days of the Effective Date, the Board shall retain an individual or entity with expertise in compliance with Federal health care program requirements (Compliance Expert) to perform a review of the effectiveness of CHN’s compliance program for each Reporting Period of the CIARenew. The Compliance Expert must not be employed or engaged by CHN and must not have a current or prior relationship to CHN that would cause a reasonable person to question the Compliance Expert’s objectivity in performing the review. The Compliance Expert shall prepare a written report that includes a description of the review and any recommendations with respect to CHN’s compliance program. The Board shall review the compliance program review report as part of its review and oversight of CHN’s compliance program. A copy of the report and the Board’s response to the report, along with corrective action plan(s) related to any report recommendations, shall be provided to OIG in each Annual Report submitted by CHN, along with a certification from the Compliance Expert that it does not have a prohibited relationship with CHN as set forth above and a summary of any current or prior relationships with CHN. 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. CHN Renew shall report to OIG, in writing, any changes in the membership of the Board, within 15 business days after such a change.

Board Oversight. The Board shall be responsible for the review and oversight of CHNCCH’s compliance with Federal health care program requirements and the requirements of this CIA. The Board must include at least one independent (e.g, non-employeeowner, non-owneremployee, and non-executive) membersmember. The Board shall, at a minimum, be responsible for the following: a. meeting at least quarterly to review and oversee CHNCCH’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 materials it reviewed and any additional steps taken, such as the engagement of an independent advisor or other third 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, resolution approved by each member of the Board regarding its review and oversight of CHNCCH’s compliance with Federal health care program requirements and the requirements of this CIA. At minimum, the resolution shall include the following language: “The Board has made a reasonable inquiry into the operations of CHNCCH’s compliance program program, including the performance of the Compliance Officer and the Compliance Committee. Based on its inquiry and review, the Board has concluded that, to the best of its knowledge, CHN CCH has implemented an effective compliance program to meet Federal health care program requirements and the requirements of CHNCCH’s Corporate Integrity Agreement with the Office of Inspector General of the Department of Health and Human Services.” If the Board is unable to adopt such a resolution, the Board shall provide a written explanation of the reasons why it is unable to adopt the resolution and the steps the Board is taking to implement an effective compliance program at CHN; and d. within 90 days of the Effective Date, the Board shall retain an individual or entity with expertise in compliance with Federal health care program requirements (Compliance Expert) to perform a review of the effectiveness of CHN’s compliance program for each Reporting Period of the CIACCH. The Compliance Expert must not be employed or engaged by CHN and must not have a current or prior relationship to CHN that would cause a reasonable person to question the Compliance Expert’s objectivity in performing the review. The Compliance Expert shall prepare a written report that includes a description of the review and any recommendations with respect to CHN’s compliance program. The Board shall review the compliance program review report as part of its review and oversight of CHN’s compliance program. A copy of the report and the Board’s response to the report, along with corrective action plan(s) related to any report recommendations, shall be provided to OIG in each Annual Report submitted by CHN, along with a certification from the Compliance Expert that it does not have a prohibited relationship with CHN as set forth above and a summary of any current or prior relationships with CHN. 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. CHN CCH shall report to OIG, in writing, any changes in the membership of the Board, within 15 business days after such a change.

Board Oversight. The Board shall be responsible for the review and oversight of CHNSilver Lake’s compliance with Federal health care program requirements and the requirements of this CIA. The Board must include at least one independent (e.g, non-employeeowner, non-owneremployee, and non-executive) members. The Board shall, at a minimum, be responsible for the following:member. a. meeting at least quarterly to review and oversee CHNSilver Lake’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 materials it reviewed and any additional steps taken, such as the engagement of an independent advisor or other third 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, resolution approved by each member of the Board regarding its review and and‌ oversight of CHNSilver Lake’s compliance with Federal health care program requirements and the requirements of this CIA. At minimum, the resolution shall include the following language: “The Board has made a reasonable inquiry into the operations of CHNSilver Lake’s compliance program program, including the performance of the Compliance Officer and the Compliance Committee. Based on its inquiry and review, the Board has concluded that, to the best of its knowledge, CHN Silver Lake has implemented an effective compliance program to meet Federal health care program requirements and the requirements of CHNSilver Lake’s Corporate Integrity Agreement with the Office of Inspector General of the Department of Health and Human Services.” If the Board is unable to adopt such a resolution, the Board shall provide a written explanation of the reasons why it is unable to adopt the resolution and the steps the Board is taking to implement an effective compliance program at CHN; andSilver Lake. d. within 90 120 days of after the Effective Date, the Board shall retain an individual or entity with expertise in compliance with Federal health care program requirements (Compliance Expert) to perform a review of the effectiveness of CHNSilver Lake’s compliance program for each Reporting Period of the CIA. The Compliance Expert must not be employed or engaged by CHN Silver Lake and must not have a current or prior relationship to CHN Silver Lake that would cause a reasonable person to question the Compliance Expert’s objectivity in performing the review. The Compliance Expert shall prepare a written report that includes a description of the review and any recommendations with respect to CHNSilver Lake’s compliance program. The Board shall review the compliance program review report as part of its review and oversight of CHNSilver Lake’s compliance program. A copy of the report and the Board’s response to the report, along with corrective action plan(s) related to any report recommendations, shall be provided to OIG in each Annual Report submitted by CHNSilver Lake, along with a certification from the Compliance Expert that it does not have a prohibited relationship with CHN Silver Lake as set forth above and a summary of any current or prior relationships with CHNSilver Lake. 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. CHN Silver Lake shall report to OIG, in writing, any changes in the membership of the Board, within 15 business days after such a change.

Board Oversight. The Board shall be responsible for the review and oversight of CHNLincare’s compliance with Federal health care program requirements and the requirements of this CIA. The Board must include at least one independent (e.g, non-employeeowner, non-owneremployee, and non-executive) members. The Board shall, at a minimum, be responsible for the following:member. a. meeting at least quarterly to review and oversee CHNLincare’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 materials it reviewed and any additional steps taken, such as the engagement of an independent advisor or other third third-party resources, in its oversight of the compliance program and in support of making the resolution below during each Reporting Period;Period;‌ c. for each Reporting Period of the CIA, adopting a resolution, resolution approved by each member of the Board regarding its review and oversight of CHNLincare’s compliance with Federal health care program requirements and the requirements of this CIA; and‌ d. within 120 days after the Effective Date, the Board shall retain an individual or entity with expertise in compliance with Federal health care program requirements (Compliance Expert) to perform a review of the effectiveness of Lincare’s compliance program for each Reporting Period of the CIA. The Compliance Expert must not be employed or engaged by Lincare and must not have a current or prior relationship to Lincare that would cause a reasonable person to question the Compliance Expert’s objectivity in performing the review. The Compliance Expert shall prepare a written report that includes a description of the review and any recommendations with respect to Lincare’s compliance program. The Board shall review the compliance program review report as part of its review and oversight of Lincare’s compliance program. A copy of the report and the Board’s response to the report, along with corrective action plan(s) related to any report recommendations, shall be provided to OIG in each Annual Report submitted by Lincare, along with a certification from the Compliance Expert that it does not have a prohibited relationship with Lincare as set forth above and a summary of any current or prior relationships with Lincare. 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 Board has made a reasonable inquiry into the operations of CHNLincare’s compliance program program, including the performance of the Compliance Officer and the Compliance Committee. Based on its inquiry and review, the Board has concluded that, to the best of its knowledge, CHN Lincare has implemented an effective compliance program to meet Federal health care program requirements and the requirements of CHNLincare’s Corporate Integrity Agreement with the Office of Inspector General of the Department of Health and Human Services.” If the Board is unable to adopt such a resolution, the Board shall provide a written explanation of the reasons why it is unable to adopt the resolution and the steps the Board is taking to implement an effective compliance program at CHN; and d. within 90 days of the Effective Date, the Board shall retain an individual or entity with expertise in compliance with Federal health care program requirements (Compliance Expert) to perform a review of the effectiveness of CHN’s compliance program for each Reporting Period of the CIALincare. The Compliance Expert must not be employed or engaged by CHN and must not have a current or prior relationship to CHN that would cause a reasonable person to question the Compliance Expert’s objectivity in performing the review. The Compliance Expert shall prepare a written report that includes a description of the review and any recommendations with respect to CHN’s compliance program. The Board shall review the compliance program review report as part of its review and oversight of CHN’s compliance program. A copy of the report and the Board’s response to the report, along with corrective action plan(s) related to any report recommendations, shall be provided to OIG in each Annual Report submitted by CHN, along with a certification from the Compliance Expert that it does not have a prohibited relationship with CHN as set forth above and a summary of any current or prior relationships with CHN. 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. CHN Lincare shall report to OIG, in writing, any changes in the membership of the Board, within 15 business days after such a change.