Compliance and Quality Committee Charter

Our Compliance and Quality Committee currently consists of Mr. Berg, Dr. Moore, Mr. Pullin and Ms. Yale, with Dr. Moore serving as the Chair. Dr. Moore, Mr. Berg, Mr. Pullin and Ms. Yale are independent in accordance with the listing standards of the New York Stock Exchange.

Our Compliance and Quality Committee's principal functions are:

• Reviews and oversees compliance with Federal healthcare regulatory program requirements.
• Oversees and monitors the effectiveness of our healthcare regulatory compliance program, reviews significant risk areas related to Healthcare and Anti-Corruption, and reviews the steps management is taking to monitor, control and report these risk exposures.
• Together with the Audit Committee, assists the Board with oversight of enterprise risk management and compliance with Healthcare and Anti-Corruption Requirements.
• Has primary responsibility for oversight of Healthcare and Anti-Corruption Requirements and patient safety, clinical quality of care requirements and ensuring proper communication of significant compliance issues related to Healthcare and Anti-Corruption Requirements to the Board.
• Meets regularly in executive sessions with our Chief Compliance Officer to discuss, among other things, our compliance program and to receive an update on compliance activities initiated or completed during the quarter.
• Assist the Board with the general oversight of the Company's patient safety and clinical quality of care programs and monitors the Company's performance in this regard.
• Reviews clinical quality, safety and clinical services metrics and priorities.
• Reviews processes relating to scientific, clinical and regulatory quality performance benchmarks.
• Meets regularly in executive sessions with the Chief Medical Officer to discuss, among other things, the clinical quality of care program and to receive an update on quality activities initiated or completed during the quarter.