Caresource West Virginia Co

“CareSource is the sole member of CareSource West Virginia Co. CareSource is recognized as exempt from federal income taxation under Internal Revenue Code ("IRC") Section 501(c)(3).”

“CareSource, the sole member of CareSource West Virginia Co., has the authority to appoint CareSource West Virginia Co.'s board.”

“The Audit Committee, Risk Committee, and Compensation Committee of CareSource, the sole member of CareSource West Virginia Co., have full authority as committees to act on behalf of CareSource West Virginia Co. to the extent permitted by applicable law. Each Committee's duties, responsibilities, and membership shall be defined by the respective Committee's charter.”

“The Form 990 was provided to each voting member of the filing organization's governing body for review prior to filing. Additionally, the Form 990 was reviewed by CareSource's Audit Committee, VP Treasury, Internal Tax Department, and Internal General Counsel as well as an external CPA firm and legal counsel.”

“Annually, each director, principal officer, and member of a committee with board-delegated powers ("interested person") shall confirm that they have received a copy of the CareSource Conflicts of Interest policy and have read, understood, and agree to comply with the policy. Interested Persons have an obligation to immediately report any Conflicts of Interest (including any relationships, positions, or circumstances that could contribute to a Conflict of Interest). All relevant information reported through the Conflict-of-Interest Policy will be sent to the Chairman of the Board for review. If the Interested Person with the Conflict of Interest is the Chairman of the Board, then the required disclosure must be provided to the Chief Legal Officer of CareSource. If it is not entirely clear whether a Conflict of Interest exists, then the person with the potential conflict must disclose the circumstances to CareSource's Chief Legal Officer. The Chief Legal Officer will consult with the Corporation's Corporate Compliance Officer or the Chairman of the Board to determine whether there exists a Conflict of Interest that is subject to this policy. Before Board action or other action by the organization on a Transaction that involves a Conflict of Interest, an Interested Person who knows he or she has a Conflict of Interest must have disclosed to the Board all facts material to the Conflict of Interest. The Chairman of the Board may postpone Board or other corporate action on a Transaction until the Interested Person provides written information relating to the Conflict of Interest. An Interested Person who knows he or she has a Conflict of Interest must not participate in the Board's discussion of the Transaction except to disclose material facts and respond to questions. The Interested Person must not attempt to influence the Board's action on the Transaction, either at or outside the meeting. Prior to voting, the Board must be given an opportunity to discuss the Transaction without the person who has the Conflict of Interest being present. A Transaction involving a Conflict of Interest may be approved by the Board if the material facts as to the Transaction and the Conflict of Interest are fully disclosed or known to the Board and the Board in good faith determines after reasonable investigation that (a) the Board is aware of all material facts concerning the Transaction and the Interested person's interest in the Transaction; (b) the organization is entering into the Transaction for its own benefit; (c) the Transaction is fair and reasonable as to the organization; and (d) the organization could not have obtained a more advantageous arrangement with reasonable effort under the circumstances. The Person with the Conflict of Interest must not vote on the Transaction and must not be present in the room when the vote is taken.”

“CareSource West Virginia Co.'s ("the Company") Form 1023 is available for public inspection upon request, and Form 990 is available for public inspection upon request in accordance with IRC Section 6104(d). The Company's Form 990 is also available on the U.S. nonprofit database website at www.guidestar.org. The Company's statutory financial statements are available on the SNL Financial LC website at www.snl.com for a nominal fee.”