Charter

Senior Market Sales^® Compliance Oversight Committee Charter

1. Purpose. The principle purpose of the Senior Market Sales^® (SMS) Compliance Program is to promote and facilitate corporate governance of operations and services rendered in accordance with established laws, regulatory requirements and policies outlined by carriers with whom SMS is contracted. The Compliance Program ensures the business operations of SMS reflect the values, integrity and commitment to compliance.
   
   The Compliance Oversight Committee (Committee) provides executive level direction and oversight for guidance set forth by carriers with whom SMS is contracted, and/or applicable law. In particular, Committee review focuses on the following:
   1. Serious compliance issues, risks, and breaches pertaining to our organization or its contracted agents
   2. Legal and Regulatory Interactions
   3. Documentation
   4. Notice of termination
   5. Training & Education
   6. Monitoring
   7. Risk Management
   8. Disciplinary Enforcement
   9. Any applicable reporting requirements
       
2. Composition/Membership. The Committee shall be chaired by the Compliance Officer. The Committee Chair shall identify and invite a cross functional group to convene initial meetings of appropriate Committee members, which may include an Administrator, who are capable of carrying out the responsibilities of the Committee. The Committee shall identify and invite additional members and attendees as necessary, and shall review the composition of the Committee annually.
   
   Governance/Membership
   The Membership of the Committee shall be comprised of SMS senior staff. Specific Membership of the Committee will be identified in the first meeting. A Compliance Charter shall be reviewed and updated from time to time as required.
   1. Chair – Greg Bolton, First Vice President, General Counsel/Compliance
   2. Member – Hershel Kleinberg, Executive Vice President
   3. Member- Jennifer McMahon, Senior Vice President, Operations
   4. Member – Brian Hickey, Vice President, Insuractive
   5. Member – Sandy Washa, First Vice President, Director, Divisional Human Resources
   6. Member – Dwane McFerrin, VP Med Solutions
       
3. Committee Review Process and Meetings. The Committee will meet on a quarterly basis. An expedited meeting may be called to address critical issues in a timely manner as determined by the leadership of the Committee Chair. The Committee shall report issues of concern to SMS’ management team. The Committee Chair shall set meeting dates and times, and shall be responsible for reporting meeting outcomes and recommendations to the appropriate leadership, and applicable legal entities. The standing agenda shall consist of:
   1. Roll call
   2. Approval of prior meeting minutes
   3. Key decisions needed, if any
   4. Discussion of escalated issues, if any
   5. Presentation on special topics, as needed
   6. Open forum discussions of other issues or concerns
   7. Discussion of follow up activities and assignment of responsibility

The Committee shall take action by consensus. In the event consensus cannot be reached, the Committee shall report the failure to reach consensus to the company President, for decision and direction.
The agenda and meeting materials shall be provided to Committee members sufficiently in advance of Committee meetings for Committee members to review in advance and to actively participate in the discussion and decision-making. The Administrator, or other SMS staff, shall maintain results of the Committee in the form of meeting minutes. The Committee shall retain minutes in accordance with carrier specific document retention policies and procedures. The Committee meeting minutes, unless otherwise provided in relevant law or regulations, are for internal use only.
 

4. Responsibilities of Committee Chair. Responsibilities of the Committee Chair include:
   1. Coordination of Committee meetings
   2. Creating the meeting agenda and ensuring that meeting materials are provided in advance of meetings
   3. Facilitating the discussion or assigning a designee to facilitate
   4. Appointing, removing Committee members or designating delegates
   5. Ensuring distribution and consideration of necessary information
   6. Ensuring that decisions are promptly communicated and corrective actions documented
   7. Preparing any periodic reporting required by regulatory offices and/or insurance carriers with whom SMS is contracted.

The Committee Chair may appoint an Administrator to assist with his or her responsibilities.
 

5. Committee Responsibilities. Committee responsibilities include the following:
   1. Appointing and removing Committee members
   2. Review of compliance with regulations
   3. Review of compliance with contracts
   4. Review of identified compliance issues
   5. Suggest, approve key decisions
   6. Communicate, communicate, and communicate
   7. Remove barriers and reinforce processes to support Compliance programs
   8. Recommending compliance or other corrective action
   9. Reporting areas of concern to the appropriate parties
   10. Report directly to SMS’s Principals, its board of directors, and CEO, periodically and on an as-needed basis. The aforementioned reporting may be conducted by the Committee Chair and/or one or more members of the Committee.