Fallon Community Health Plan Inc.

“FAMILY OR BUSINESS RELATIONSHIP BETWEEN OFFICERS, DIRECTORS, AND KEY EMPLOYEES. HOME STAFF LLC IS A JOINT VENTURE OF FCHP AND THE VNA CARE NETWORK & HOSPICE. THE FOLLOWING FCHP OFFICERS SERVED ON THE HOME STAFF BOARD OF DIRECTORS DURING 2016: DAVID PRZESIEK, AND R. SCOTT WALKER. FALLON HEALTH & LIFE ASSURANCE COMPANY, INC. (FHLAC), IS A WHOLLY-OWNED SUBSIDIARY OF FCHP. THE FOLLOWING FCHP BOARD MEMBERS AND OFFICERS SERVED ON THE FHLAC BOARD OF DIRECTORS IN 2016: DAVID HILLIS, LYNDA YOUNG, ANN TRIPP, FREDERICK MISILO, B. JOHN DILL, AND R. SCOTT WALKER. ULTRABENEFITS, INC. (UBI) IS A WHOLLY-OWNED SUBSIDIARY OF FHLAC. THE FOLLOWING FCHP BOARD MEMBERS AND OFFICERS SERVED ON THE UBI BOARD OF DIRECTORS IN 2016: RICHARD P. BURKE, R. SCOTT WALKER, AND DAVID PRZESIEK. GROUP INSURANCE SERVICE CENTER, (GISC) AND GROUP INSURANCE SERVICE CENTER AGENCY, INC., (GISC AGENCY) ARE WHOLLY OWNED SUBSIDIARIES OF UBI. UBI ACQUIRED GISC AND GISC AGENCY IN September 2015. THE FOLLOWING FCHP BOARD MEMBERS AND OFFICERS SERVED ON THE BOARD THESE TWO CORPORATIONS IN 2015: RICHARD P. BURKE, DAVID PRZESIEK, AND R. SCOTT WALKER. PART VI, LINE 4 On April 28, 2016, the FCHP Board of Directors unanimously voted to amend the FCHP Bylaws to include, among other things, additional language that would require a super majority or two-thirds vote of the Board members to approve certain proposed consequential actions by FCHP or FCHPs affiliates. Examples of such actions requiring a super majority vote include FCHPs or FCHPs affiliates sale of all or substantially all its assets, or such entitys sale of an operating division or product line, and acquisitions of or by FCHP or one of its affiliated companies. Additionally, the Board vote included approval of an expanded description in the Bylaws of the Governance and Nominating Committee responsibilities as well as the inclusion of descriptions of the Finance and Audit and Compliance committees. PART VI, LINE 11B THE PROCESS USED BY MANAGEMENT AND GOVERNING BODY TO REVIEW FORM 990 A DRAFT OF THE FORM 990 IS PREPARED BY FCHP AND REVIEWED BY ITS TAX CONSULTING FIRM. THE FINAL VERSION OF THE FORM 990 IS PROVIDED TO BOARD MEMBERS FOR REVIEW PRIOR TO FILING WITH THE IRS. FORM 990, PART VI, LINE 12C THE PROCESS USED TO MONITOR CONFLICTS OF INTEREST FCHP'S BYLAWS REQUIRE ALL DIRECTORS AND OFFICERS TO DISCLOSE ANY ACTUAL OR POSSIBLE CONFLICTS OF INTEREST, AS DEFINED IN THE ORGANIZATION'S CONFLICT OF INTEREST POLICY RELATING TO DIRECTORS, OFFICERS AND MEMBERS OF A COMMITTEE WITH BOARD-DELEGATED POWERS. THIS IS ENFORCED BY THE REQUIREMENT THAT SUCH INDIVIDUALS ANNUALLY COMPLETE A CONFLICT OF INTEREST DISCLOSURE STATEMENT. EACH YEAR THE COMPLETED CONFLICT OF INTEREST DISCLOSURE STATEMENTS ARE REVIEWED BY THE AUDIT AND COMPLIANCE COMMITTEE OF THE BOARD WHICH REPORTS ANY ACTUAL OR POTENTIAL CONFLICTS TO THE FULL BOARD. ANY BOARD MEMBER OR OFFICER WITH A CONFLICT OF INTEREST IS PROHIBITED FROM PARTICIPATING IN ANY DISCUSSION OF, OR VOTE ON, THE TRANSACTION OR ARRANGEMENT THAT RESULTS IN THE CONFLICT OF INTEREST. TWO INDEPENDENT BOARD MEMBERS ALSO CONDUCT AN ANNUAL REVIEW OF ANY BUSINESS TRANSACTIONS INVOLVING THE ORGANIZATION THAT COULD POTENTIALLY BENEFIT A BOARD MEMBER OR OFFICER, TO ENSURE THAT THE TRANSACTIONS DO NOT INVOLVE ANY UNDUE INFLUENCE, ARE AT FAIR MARKET VALUE, AND ARE IN THE ORGANIZATION'S BEST INTEREST. THE REVIEWING BOARD MEMBERS REPORT THEIR FINDINGS TO THE FULL BOARD. FURTHERMORE, AT BOARD MEETINGS, INDIVIDUAL BOARD MEMBERS ARE ASKED TO IDENTIFY, AND RECUSE THEMSELVES FROM ANY DISCUSSION AND VOTE ON ANY MATTER BEFORE THE BOARD IN WHICH THEY MAY HAVE A CONFLICT.FCHP ALSO REQUIRES ALL DIRECTORS, OFFICERS, AND KEY EMPLOYEES TO COMPLETE A WRITTEN DISCLOSURE STATEMENT DESIGNED TO IDENTIFY POTENTIAL CONFLICTS. FCHP ALSO HAS GENERAL CORPORATE-WIDE CONFLICT OF INTEREST POLICIES THAT REQUIRE REPORTING OF POTENTIAL CONFLICTS AND MANAGEMENT APPROVAL OF CERTAIN TRANSACTIONS, AND PROHIBITS CERTAIN SPECIFIC TRANSACTIONS. THESE PO”

“FORM 990, PART I, LINE 1 Founded in 1977, Fallon Health is a leading health care services ORGANIZATION WITH A SIMPLE BUT POWERFUL MISSION - MAKING OUR COMMUNITIES healthy. With a focus on improving the health and well-being of the diverse communities we serve, Fallon works to deliver high-quality, affordable care. Fallon is the only health care services organization in Massachusetts to offer a full range of commercial health insurance products, along with most government-sponsored programs. This enables us to serve members of all ages, at all income levels and with all types of health needs. Activities include innovative health insurance solutions; a variety of Medicaid and Medicare products; unique health care programs and services that provide coordinated, integrated care for seniors and individuals with complex health needs; health and wellness programs/events; grants; corporate sponsorships; hunger relief; in-kind donations; advocacy and volunteer hours. FORM 990, PART III, LINE 4a Commercial programs Fallon Health commercial plans are offered through employer groups and, in some cases, can be purchased directly by the consumer. These plans account for 36.4% of Fallons business and covers all counties in Massachusetts with the exception of Barnstable, Duke and Nantucket. Regardless of how they get their coverage, members of Fallons commercial plans have access to a variety of providers, including individual physicians, group practices, community hospitals and large medical facilities throughout Massachusetts and southern New Hampshire. To help our members manage their health care costs, Fallon offers a unique choice of provider networks. Fallon Health also offers a wide range of care management programs for those with acute, chronic or complex health conditions. These free, voluntary programs are designed to help members improve both their health and quality of life. Theyre available to members of all Fallon plans (with the exception of our Summit ElderCare participants, who have separate care teams to provide similar services). Fallons approach emphasizes the importance of careful coordination of resources for people with these types of conditions. Our participating members have fewer and shorter hospital stays - while nationally these rates are increasing. We have found that the money spent on outpatient care management programs in turn saves more money in health care expenditures. Most importantly, our members quality of life improves. To best support the changing needs of those we serve, Fallon continues to offer innovations to commercial members including the following: - 2002 - INTRODUCED DIRECT CARE, THE FIRST LIMITED NETWORK PRODUCT IN MASSACHUSETTS - 2004 - BEGAN REIMBURSING MEMBERS FOR FITNESS-RELATED ACTIVITY FEES THROUGH THE IT FITS! PROGRAM - THE FIRST HEALTH PLAN IN MASSACHUSETTS TO DO SO - 2005 - ELIMINATED COPAYS FOR ADULT AND PEDIATRIC PREVENTIVE CARE, BEFORE IT BECAME REQUIRED BY THE ACA - 2005 - OFFERED THE FIRST QUALIFIED HIGH-DEDUCTIBLE HMO PLANS IN MASSACHUSETTS - 2015 - INTRODUCED THE HEALTH HEALTH PLAN, A PROGRAM TO HELP MEMBERS MEET HEALTH AND WELLNESS GOALS - 2016 - DEVELOPED NEW HYBRID PLANS FOR PEOPLE WITH CHRONIC CONDITIONS LIKE ASTHMA, DIABETES, AND CORONARY ARTERY DISEASE FORM 990, PART III, LINE 4b Government programs Fallon is the only organization in Massachusetts to offer a full range of commercial health insurance products, along with most government-sponsored programs. These government programs, listed below, account for 32.8% of Fallons total membership. - Medicare - Medicaid - Medicare Advantage Special Needs Plan and Senior Care Options program - Program of All-inclusive Care for the Elderly (PACE) - Subsidized, limited-network plan in Central Mass. and Metro West - Managed Long Term Care (MLTC) plan and a Medicare Advantage Special Needs Plan (HMO SNP) in western New York These programs enable Fallon to serve members of all ages, at all income levels and with all types of health nee”

“Community giving: Fallon Health started out as a Worcester company, serving the needs of the people in the city and the towns nearby. Our success led to expansion. Today we bring our mission of making our communities healthy to all parts of Massachusetts and western New York State. We are a forward-thinking, cohesive group and work with local providers and leaders in the communities we serve to improve residents health and well-being, regardless of whether they are Fallon members. We help build healthy communities through our products and services but ALSO OUR CORPORATE DONATIONS - AND THROUGH THE TREMENDOUS SUPPORT, BOTH IN-KIND and monetary, of our employees. Our community giving includes grants and sponsorships as well as in-kind donations, advocacy and volunteering. We are guided by funding priorities that have been determined in collaboration with our provider partners and other community stakeholders. Through a comprehensive community health needs assessment, the following four funding priorities drove giving in 2016: - "AT-RISK"PROVEN-RISK" YOUTH - improved access to nutrition and/or physical activity - HEALTH AND SOCIAL SERVICES FOR SENIORS - INDIVIDUALS WITH BEHAVIORAL/MENTAL HEALTH ISSUES In 2016, Fallon Health provided $1,209,490 in charitable resources throughout Massachusetts. More than $751,101 of this giving was in grants, direct expenses, leveraged expenses, staff and volunteer time. We also supported other philanthropic initiatives totaling approximately $304,744 in community sponsorships. We personally visited the organizations who serve our most vulnerable citizens to distribute funds and learn more about the regions needs and how we can work together to be a continued resource. This spirit of giving back to the community has been an important feature of Fallon Healths corporate identity for 39 years. Employees throughout THE ORGANIZATION ARE ENCOURAGED TO VOLUNTEER IN THE COMMUNITY - AND ARE PROVIDED eight hours of paid work time to do so. Employees volunteer thousands of hours for initiatives such as the United Way Day of Caring, hunger relief and Working for Worcester. Our employees volunteered 7,337 HOURS OF THEIR TIME IN 2016 - 1,777 HOURS WERE FOR FALLON INITIATIVES. Examples of giving include: - IN 2016, WE PARTNERED WITH THE WORCESTER PUBLIC SCHOOLS TO SUPPORT THEIR MASSACHUSETTS College Access Celebration day (MCAC), providing volunteers to assist high school seniors in navigating the process of applying to college. - OUR EMPLOYEES SIT ON NUMEROUS BOARDS AND COMMITTEES THROUGHOUT THE STATE, including The Ascentria Care Alliance, Boys and Girls Clubs Girls Inc., Greater Lowell Health Alliance, the Lowell Plan, the United Way of Central MA, YWCA of Central MA and the Worcester Education Development Fund. - FALLON EMPLOYEES VOLUNTEER AT EVENTS THAT BRING THE COMMUNITY TOGETHER IN healthy ways including Worcesters Independence Day Celebration, WORCESTER'S ST. PATRICK'S DAY PARADE AND THE CANAL DIGGERS 5K - ALL OF WHICH FALLON SPONSORS. - WE DONATE TO AND PARTICIPATE IN VARIOUS CHARITY WALKS INCLUDING THE CENTRAL MA Heart Walk, the March for Babies: March of Dimes, Walk for the Homeless and Step Out: Walk to Stop Diabetes. In addition, Fallon made in-kind donations to extend our resources including the following: * CONSULTING * EMPLOYEE DRIVES FOR BACK-TO-SCHOOL, FOOD AND CLOTHING * GENTLY-USED COMPUTERS * MEETING SPACE AT THE FALLON INFORMATION CENTER IN SHREWSBURY * PRESENTATIONS AND SPEAKERS ON A VARIETY OF TOPICS INCLUDING CAREER, HEALTH CARE, HEALTH AND WELLNESS, AND LEADERSHIP * TICKETS TO EVENTS AT THE DCU CENTER AND HANOVER THEATRE Fallon also continued its signature health and wellness programs. In 2016, we reached 7,525 people in Massachusetts. Many of our programs were held at no cost at the Fallon Information Center in White City Shopping Plaza in Shrewsbury which include smoking cessation and stress management. Everyone in the community was welcome to attend including those who are not Fallo”