ONECARE VERMONT ACCOUNTABLE CARE ORGANIZATION, LLC BOARD OF MANAGERS MEETING MAY 19, 2020

MINUTES

A meeting of the Board of Managers of OneCare Vermont Accountable Care Organization, LLC (“OneCare”) was held remotely via video and phone conference on May 19, 2020.

I. Call to Order John Brumsted, M.D., called the meeting to order at 4:32 p.m.

II. Consent Agenda Items

A motion to approve the consent agenda items was made by Todd Keating which was seconded Betsy Davis and approved by a supermajority vote.

III. Governance Chair Brumsted stated that the Executive Committee put forth three nominees to the Patient Family Advisory Committee. Dr. Susan Shane, Medical Director, described the credentials of the nominees. A motion to approve the nominees was made by Betsy Davis which was seconded John Sayles and approved by a supermajority vote. Chair Brumsted noted that the Audit Committee charter has been put forth and that Dan Bennett has been nominated as chair of the committee. A motion to approve the charter and Mr. Bennet as chair was made by Todd Keating which was seconded Tom Dee and approved by a supermajority vote.

IV. Network Telemedicine Dr. Shane, stated that due to the COVID-19 pandemic there has been an increase in the usage of telemedicine services. A telehealth survey was created and distributed to the network on May 18. To date there have been 250 responses. The results will be analyzed and then discussed at the June 1 Population Health Strategy Committee meeting. The analytics team is also reviewing usage of telemedicine services through claims data. V. OneCare Policies Sara Barry, Chief Operating Officer, provided a summary of revisions to policies requiring approval from the Board. Policy 04-14, “Risk Program Participation” was revised to include clarifications on timing for participation in multiple risk programs and addition of an exogenous factors clause as a possible reason an ACO Participant is unable to participate in all risk programs.

Policy 05-01 “Contract Management” is a new policy that establishes a uniform policy for the drafting, review, approval, management and retention of all OneCare contracts. Policy 05-02 (formerly 06-12) “Participant Appeals” was updated to reflect recent updates to leadership responsibilities and accountability.

A motion to approve the policies was made by Dr. Steve Leffler which was seconded by Sierra Lowell and passed by a supermajority vote.

VI. Public Comment There were no members of the public in attendance. VII. Executive Session Motion to move to Executive Session was made by Dr. Steve Leffler and seconded by Judy Peterson.

VIII. Voting 1. Approve Executive Session Consent Agenda items - Approved 2. Approve Resolution to submit application to the IRS for recognition as a 501(c)(3) organization together with supporting documentation including: o Second Amended and Restated Articles of Organization, which shall also be filed with the Secretary of State and o 8th Amended and Restated Operating Agreement - Approved by supermajority 3. Approve Resolution to enter into Blue Cross Primary Agreement Materially Consistent with Terms Presented - Approved 4. Approve a motion for the Population Health Strategy Committee to revisit the 2021 Population Health Management and Risk Sharing Policy and bring back suggested revisions to the June Board meeting - Approved 5. Approve Resolution adopting 2021 VBIF Policy - Approved 6. Approve Resolution adopting revised 2020 Participant Dues and Participant Fixed Payment Policies - Approved

IX. Adjourn Upon a motion made and seconded, the meeting adjourned at 6:32 p.m.

Attendance:

OneCare Board Members

☒ Dan Bennett ☒ Joe Haddock, MD ☒ Sierra Lowell ☒ John Brumsted, MD ☒ Tomasz Jankowski ☒ Pamela Parsons ☒ Michael Costa ☒ Coleen Kohaut ☒ Joseph Perras, MD ☒ Betsy Davis ☒ Sally Kraft, MD ☒ Judy Peterson ☒ Tom Dee ☒ Todd Keating ☒ Toby Sadkin, MD ☐ Claudio Fort ☒ Steve LeBlanc ☒ John Sayles

☒ Steve Gordon ☒ Steve Leffler, MD

OneCare Risk Strategy Committee

☐ Jeffrey Haddock, MD ☒ Brian Nall ☐ Joe Woodin ☐ Anna Noonan ☒ Shawn Tester

OneCare Leadership and Staff

☒ Vicki Loner ☒ Sara Barry ☒ Linda Cohen, Esq. ☒ Norm Ward, MD ☒ Susan Shane, MD ☒ Spenser Weppler ☒ Greg Daniels ☒ Amy Bodette ☒ Ginger Irish ☒ Tom Borys ☒ Martita Giard