AGELLAN MEDICAID ADMINISTRATION - PDF document

1 AGELLAN MEDICAID ADMINISTRATION EDIAL Rx
AGELLAN MEDICAID ADMINISTRATION EDIAL Rx ROGRAM ONFLICT AVOIDANCE EPORTND PLAN uly ABLE OF CONTENTS age .ECUTIVE SUMMARY I.SSUE STATEMENT II.ACTUAL BACKGROUND .A and Magellan Health .entene Corporation .e Transaction .dial Rx Contract Functions laims processing and administration rior authorization services rovider payments ustomer service center ebate administration unctions MMA Will Not Perform ill not negotiate with pharmacies ill develop rates ill not negotiate rebates ill not audit pharmacies ill not provide MCP functions .entene’s MCP Contracts .P Data Sharing with MMA .entene Specialty Pharmacies and Touchpoints with MMA laims processing rovider paymens harmacy support, education, and outreach rior authorizations raud, waste, and abuse support V.ONTRACT STANDARDS ND THE NATURE OF RGANIZATIONAL AND PSONAL CONFLICTS OFNTEREST .dial Rx Contract Standards .rganizational Conflicts of Interest Versus Personal Conflicts of Interest CIs OIs .ategories of and Addressing Organizational Conflicts of Interest ategories of OCIs ddressing Organizational Conflicts of Interest .ONFLICT AVOIDANCE LAN FRAMEWORK .AP Standards CIs OIs .A CAP Creation Process I.ONFLICTS TO BE ADDESSED .CI: Unequal Access to Medial Rx Data and Informaton .CI: Unequal Access to Pharmacy Acquisition Cost Data ABLE OF CONTENTS continued)agei .CI: Unequal Access to Centene Pharmacy Patient Data .OI: Individual Conflicts of Interest and Prohibitions Under the Political eform Act A Contract Subcontractors II.ONFLICT AVOIDANCE EASURES .cope .rganizational Experience and Commitme to the CAP .irdarty Monitor Oversight .orporate Structure gellan Current Corporate Structure orporate Structure Following the Close of the Transaction chnological Safguards A’s Systems A’s System Security Plan toing Mechanisms .hysical Security .ompliance Program Government Liaison entene Compliance Program generally oyee training and awareness oyee personal responsibility olicies and Procedures .terprise Risk Management Proess .voidance of MAIC Rate Development Information .perational Workarounds III.AP REVIEW, OVERSIGT, AND VALIDATION .AP Review .AP Oversight and Validation overnment oversight irdarty

2 Monitor oversight X.ELLAN, MMA, AND THE
Monitor oversight X.ELLAN, MMA, AND THE ORGANIZATIONS’ BLIGATIONS .onompliance with the CAP ndividuals A .ONCLUSION PPENDIX A CRONMS AND DEFINITIONS ii erm/Acronym efinition AP onflict Avoidance Pln OI onflict(s) of Interest onfidential formation or purposes of this CAP, means personal information, protected health nformation, sensitive information, and all other confidential non ic or proprietary information that MMA may access or recive from HCS and/or Medi al plans or other organizations under the Contract. onsultant Consultant” s used as a term of art, consistent with theolitical eform Act 1974 nd the supporting regulations, including, but not imited to Title 2 CCRa), and identifiedn the DHCS onflict of Interest Code esignated Employee Designated Employee” is used as a term of art, consistent with the olitical Reform Act, including, but not limited toalifornia overnment Code “Section )nd Title 2 CCR or purpoes of Section 82019 the term “Designated Eployee” ncludes a Cltants defined under Regulation 18700.3(a) HCS epartment of Health Care Services AR ederal Acquisition Regulations IPAA ealth Insuance Portability and Accountability Act ITRUST health care industry best practice certification obtained by ganizations that create, access, store, or exchange sensitive and/or egulated data. CP efers to Medial Managed Care plans contracted wih DHCS edial Rx ontract or Contract efers to Contract No. 19as amended,tween DHCS and A to provide multiple pharmacy benefit dministrationrvices. MA gellan Medicaid Administration IST ational Institute of Standards and chnology CI rganizational Conflict(s) of Interest. Defined by the FAR as a tuation where “because of other activities or relationships with other rsons, a person is unable or potentially unable to render impartial ssistance or advice to the Govenment, or the person’s objectivity in CRONMS AND DEFINITIONS v rforming the contract work is or might be otherwise impaired, or a rson has an unfair competitive advantage. CFR § olitical Reform Act efers to the Californiaolitical Reform Act of 1974, overnmnt ode Section 81000 t seqand Tit. 2 CCR t s

3 eqcollectively he Pitical Reform Act) OC
eqcollectively he Pitical Reform Act) OC 2 n auditing procedure and certification developed by themerican nstitute of Certified Public Accountants that assesses the extent to hich n organization complies with one or more of five trust service inciples, includingcurity, availability, processing integrity, onfidentiality, and privacy. ransaction efers to the finitive eement and an of rger tween entene Corporationnd Magellan Health, Inc. I. XECUTIVE SUMMARY e Department of Health Care Services“DHCS”)ds Contract No. (“Medi al Rx Contract” or “Contract”) or the provision of pharmacy benefit administration services ith gellandicaid Administation, Inc. (“MMA”). A is a subsidiary of Magellan Health, nc. “Magellan”). n January 4, 2021, Magellan nd Centene Corporation“Centene”)nnounced that they d entered into a definitive Agreement and Plan of Merger which, upon closing, will resut in gellancoming a whollyned subsidiary of Centenethe “Transaction”) is planned corporate ansaction raises certainganizationlnd personalonflict of nterest issues. The Contract requires that MMAincluding any of its parent compnies remain independent of Medial managed care plans [or] other health care providers…that contract[] ith the Medial program in the State…. Contract, hibit E1, §.)fter the ansaction closes, MMA would no longer be “independent” as rered by the Contract because entene operateswo (2) California managed care plans“MCPs”)nd six (6) specialty rmacies that participate in dial e Contract states that a lack of independence is permissible provided that MMA provides omptsclosure of the issue and HCSccepts a conflict avoidance plan. MMA disclosed the oposed transaction on January 4, 2021 (he same day itas publicly announced) and has itted this conflict avoidance plan“CAP”)or HCS nalysis, nd cceptancodification rejection e objective of this Conflict Avoidance Plan is to identify and avoid, neutralize, or itigate organizational and personal conflicts of interest. ere are several potential conflicts that need to be addressed. First, MMA hds Medi al R

4 x data and information, such as paid cla
x data and information, such as paid claims data, relating to many MCPs. nauthorized ccess to such data and information y Centene ay provide tith an unfair competitive dvantage. econd, a MMA subcontractoras lso en engagedy DCSo survey pharmacies nd recommend certain pharmacy reimburseent rates. Similarly, Centene ccess to such data ould also provide an unfair competitive advantage. Third, Centenened specialty pharmacies ill prescriptions for P neficiariesinluding Centene’s MCP beneficiaries, andccess to rmacy patient data could provide Centene with a competitive advantage ourth, the Political eform Act equires that Designated Eployees that have an individual conflict of interest not ake partcipate in the making of decision that implicates the conflict. n thslict Avoidance PlanMMA proposes to avoidneutralize mitigate these onflicts through a combition of measures. After the Tansaction closes, MMA will be kept rationlly separate from Centene’s health plan business line and there will be no integration or ring of MMA’s employees, processes, information technology systems, or data with that entene iness lineHCSs also reviewed MMA’s information systems andelated rational processes used to support the Contract and believes that they will be effective in eventing the unauthorized ccess Medial Rx data and nformation, including by Centene Ps and specialty pharmacies. Centene executive leadershiwill also only be permitted to eview summary level financial and operational data relating to MMA. Finally, wth respect to he subcontractor engaged in the development of pharmacy reimbursement rates, MMA will not ve access to any of the informationld by the subcontractor relating to the development of such ates as to avoid any potential conflict entirely. n additional to these measures, both MMA and Centene have established training and ducation programs that teach or remind employees of tir obligations regarding the treatment of onfidential information and to identify and avoid ganizational and personal onflicts of interest. oth companies have established compliance programs, including apopriate disciplinary easures, whichoullso

5 provide an effectveterrnt to the potent
provide an effectveterrnt to the potential misuse of Confidential formation. inally, in order to avoid any potential issue under the Political Reform Act, MMA has greed that DHCS will render final determination on any requests for prior athorization associated ith a Centene specialty pharmacy. MMA will not be involved in the processing of claims itted by the Centenened pharmacies nor will they be involved in any program ntegrity/fraud, wastend abuse activities of these pharmaies. n order to ensure the success of the onflict Avoidance PlanDHCS ill ppoint a Third arty Monitor to oversee MMA and Centene’s compliance with the terms of the AP A critical ctivity of the Thirdarty Monitor will be frequent monitoring or potential unauthorized access o MMA systems used to support the Contract. This regular monitoring will include the Third arty Monitor’s weekly review of MMA’s list of authorized system users and administrators gainst user access and activity logs tdetermine if any potential inappropriate access may have curred. The Third Party Monitor will investigate any discrepancies. e Third Party Monitor will also review MMA and Centene’s compliance with other rtakings within the CAP. These include rquirements around employee training and wareness of responsibilities regarding rganizational and personal onflict interest, ensuring mployees attest to their understanding of applicable ompliance and Contractequirements, riodic review of poliies and procedures applicable to the CAP, and certain Human Resources ctivities designed to instruct or remind employees working on the Contract of their obligations to omply with applicable cpliance and Contractequirements. MMA and Centene will al be equired to attest to their compliance with these requirements. A lieves that the measures set forth in thsAP ill void or sufficiently utralize or itigate all of the eal or apparent organizational and personal onflicts of interest eseed by Centene’s acquisition of Magellan. MMA, Magellan, and Centene have also ommitted that, ihe event of a change in facts or circumstances that could give rise to a real or pparentrganizational or pers

6 onalonflict of interest, hey will provid
onalonflict of interest, hey will provid prompt disclose o the ird Party Monitor or DHCS, as applicable, such issue and will takedditional measures cessary to ensure MMA’s freedom fromheonflict of interest for the life of the Medial Rx ontract. . SUE STATEMENT A holds Conract No. 19“dial Rx ontract” “Contract”ith DHCS or the provision of pharmacy benefit dministration“PBA”)rvices. On January 4, 2021, A’s ultimate parent, Magellan Health, Inc.“Magellan”)nd Centene Corporation “Centene”)ed that they had entered into a definitive Agreement and Plan of Merger hich, upon closing, will result in Magellan becoming a whollyned subsidiary of Centenethe Transaction”) e Contract requires that MMA (including any of its parent compnies, hich would nclude Centene fter the Transaction loses remain “independent of Medial managed care ans [or] other health care providers…that contract[] with the Medial program in the State…. ontract, hibit E1, §ithin its porfolio of companies and businesses, Centene rates two (2) California anaged care plans (“Ps)nd six (6) specialty pharmacies that rticipae in the Medial program. is onflict Avoidance Plan “AP)ddresses both instances (.e.edial anged are plans and specialty pharmacies) that relate to MMA’s ractual independence. First, in eparation for the transition of services to MMA, DHCS directed that all MCPs share certain laims nformation nd other data with MMA. HCS also providedertain neficiaryedical ta to MMA. nce A’s solution is mplemented, MMA will also generate claims transactions nd other data relating to Medial beneficiaries associated with those MCPs. econd, te entene specialty pharmacies will also contnue to service edial beneficiaries In doing so, e or all of he x 6) entene specialty pharmaciesike all her rmaciesnrolled in Medi alaybmit claims to MMA through the pointle claims processing system, submit equests for rior authorization, andenerate patientelated records. t is imprativehat the data MAnd the Centene specialty pharmaciesurrently d nd will generate in the future regarding Medial beneficiari

7 es not be subject to improper or nticom
es not be subject to improper or nticompetiti use. MA acknowledgehat, consistent with the Medial Rx Contract, DHCS ta is a valuable asset of DHCSnd not an MMA asset that can be leveraged in any way other han to deliver business value to DHCS pursuant to the Medial Rx Contract ontrct, Exhbit 1n addition,entenes ultimate ownership ofPs, MMA, and the ecialty rmacies ust esult in unfair advantage for entene or any of its entities or businesses e Contract specifically contemplates these circumstance It provides that the corporate elationships contemplated by the Transaction “are permissible so long as prompt, full disclosure s made and adequate Avoidance Plans and procedures are developed, and reviewed and accepted y DHCS.”ontract, Exhibit 1§10.A disclosed he Transaction to DHCS mmediately after it was announced. MMA submits this APor DHCS nalysis, nd cceptance odification rejection I. ACTUAL BACKGROUND . MA and Magellan Health urrently, MMA is a whollyned subdiary of Magellan Healthcare, Inc., which, in urn, is whollyned by Magellan Health, Inc. Magellan Health, Inc. s currentlyicly traded he NASDAQ under the ticker symbol “MGLN. . entene Corporation entene Corporation is a multitional helthcare enterprise. Centene’s stock is publicly raded on the New York Stock Exchange under the ticker symbol “CNC. entene operates two2)parate and distinct business units: rkets and Productsnd ealth Care Enterprises“HCE”). The Markes and Products companies provide health plan overage to individuals through government subsidized and commercial programs. The Markets nd Products ness unitlso includes Centene’s Medicare Advantage and Marketplace lines of ness. HCE companieoffer diversified healthcare services and products to Centene’s Markets nd Products business unit,s well as external customers. . he Transaction n January 4, 2021, Magellan and Centene notified the DHCS that they had entered into a finitive reemnt and an of rger, which, upon closing, would result in Magellan (and its ultiple entitiesncluding MMA) becoming a whollyned subdiary of Centene. . edial Rx Contractunctions ursuant tohe dial Rx Contract

8 MMA will perform a wide rane of rmacy ne
MMA will perform a wide rane of rmacy nefit administration“PBA”)rvices for DHCS and Medial beneficiaries. nder the Medi al Rx Contract, MMA’s services primarily include: 1. laims processing and administration harmacy providers nrolled with HCSill submit claims tMMA, and MMA will process h claims through its automated pointle claims processing system. ates paid to pharmacy oviders are negotiated by DHCS 2. rior authorization services or claims requiring that Medial beneficiaries satisfy certain clnical criteria prior to obtaining requested drug suppliesMMA ill review prioruthorization requests. MMA ntends to ndle some requests through an autodjudication process whenever possible (such as when the laims processing system houses allnformation to automatically determine coverage). In other nstances, MMA will utilize clinical and nonlinical staff, as appropriate, to review such requests. 3. rovider payments n a weekly basis, MMA will invoice DHCS for all adjudicated claims, receiv payment rom DHCS for those claims, and pay nrolledharmacies for all of the claims through either lectronic payment or by check. 4. ustomer service center A will maintain a customer service center to handle beneficiary, prescriber, and rmacy ovir inquiries. For example, beneficiaries may call to inquire about their drug overage, the location of nrolledrmacies, or cost sharing obligations. Pharmacy providers, or example, may call to inquire about heseatters, as well as o seek ssistnce in processing laims through the pointle system, or if they have questions about thatus of laim yment. 5. ebate administration A will manage, calculate, and process all federal rebates in compliance with the dicaid Drug Rebate Program“MDRP”)as well as all ate supplemental drug rebates in ccordance with DHCS requirements. State supplemental rebates include rebates paid by anufacturersclaims paid by feeorervice edialPsand other DHCS contractors. s noted below,HCS will negotiate rebates. e Contract outlines MMA’s affirmative responsibility to perform all of the above unctions, and many others. 1 . unctions MMA Wll rform onversely, MMA will performny of t

9 he following functions: 1. ill n gotiati
he following functions: 1. ill n gotiatith rmacies A is not responsible for, and will not be involved in, nrolling or disenrolling rmaciesrom Medial gotiating reimbursement rates or dispensing fees with Medial rmacy providersincluding not limitedo Centene’s ecialty pharmacies DHCS rforms thseunction MMAmportthe DHCSgotiated rates and fees into its claims ocessing system in order to adjudicate claims. 2. ill dveloptes A is not responsible for the development of appropriate rates anfees for pharmacy oviders, or the recommendation of such rates to DHCS. Instead, Mercer overnment Human ervices onsulting “Mercer”) s contracted y DHCS o survey pharmacy providers regarding heir acquisition costs and to recommend appropriate Mximum Allowable Ingredient Cost ther responsibilities include providr education and outreach, establishment of a secure web portal for providers nd beneficiaries, and prospective and retrospective drug utilization review. “MAIC”) rates to DHCSA willmportnto its claims processing system he rates that HCS timately approves n order to adjudicatelaims 3. ill n gotiate rbates A will not be involved in the negotiation of rbate amounts with pharmaceutical anufacturers. The RPr federal lawstablishes base rebate rates for brand and generic ugs. DHCS negotiates the amount of any supplemental rebates directly with manufacturers. A’s role in this process is admistrative y, .e.o bill and collect the applicable amounts ovided by federal law and the ate supplemental rebate contracts. 4. ill not audit prmacies nder the Contract, MMA is not responsible for conducting audits of Medialnrolled rmacisHCS or its agents, other than MMA, may perform pharmacy audits. 5. ill not provide MCP functions e Medial Rx program was designed to transition rmacynefit administration to single entity A hile leavingesponsibilities for other funtions tohe MCPs. Those unctions include, among others, care coordination, medication adherence, and disease anagement. . entene’s MCP Ctracts HCS currently holds managed care contracts with two2)Ps in Centene’s Markets nd Products ness unt ealth Net Community Services, Inc.“

10 ;HealthNet”)nd California ealth an
;HealthNet”)nd California ealth and Wellness Plan“California Health and Wellness”) . CP Data Saring with MMA n order to ensure beneficiaries continue to receive the services and benefits they are ntitled tor the Medial program, the Medial Rx program requires cooperation between he MCPs and MMA. n 2020, DHCS directed that the MCPs share historical claims and prior uthorization data with MMA under the terms of a Data Sharing Agreement“DSA”)gnd tween MMA and each MCP. The historical data is necessary for the transition of ontractual rvices to MMA, including, among other things, the determination of whether certain neficiaries are eligible for ransition supply edication ndhethr prior authorization riteria are satsd. fter Medial Rx goes live, the DSAs contemplate that MMA will provide laims and prior authorization information to each MCP on a daily basis, and that MMA will ovide to each MCP secure eady ccessyhat MCP’s beneficiary information via the dial Rx Pharmacy Services Portal. e DSAs require that MMA and the MCPs comply with all applicable laws relating to otected health information, including not limited toIPAA; establish and mantain ocedures and controls for ensuring that any information exchanged is used or disclosed only in ccordance with each party’s obligations under their contracts with DHCS; and that MMA and the Ps access such information only to the extent necessaryo carry out their obligations to DHCS nd for no other purpose. . entene ecialty harmacies and Tchpoints with MMA s discussed earlier, Centene owns and operates six (6) specialty pharmacieshat rticipate in Medialey are: cariaHealth Pharmcy #13, Inc. arfield Avenue ommerce, CA dial # 1992786495 oundation Care LLC edgeway Court rth City, MO 63045 dial # 1205831963 cariaHealth Pharmacy #14, Inc. ommerce Way acramento, CA 95834 dial # 1699096 ANTHERx Specialty LLC ummit Park Drive, Suite 101 ittsburgh, PA 15275 dial # 1316213531 actus Pharmacy Solutions, Inc. eorge Road, Suite 100 mpa, FL dial #1073733408 ANTHERx Specialty LLC tevenson Mill Rd., Suie 400 oraopolis, PA 15108 dial # 1750843314 ese pharmacies are among the approximately 6,

11 500 pharmacies that rticipate in Medi al
500 pharmacies that rticipate in Medi al. DHCS, not MMA, nrollsrmacies into the Medial program Under the Medial Rx ract, however, MMA willnteract with all HCS enrolledrmacies in various respects ncluding 1. laims processing ll dial enrolledharmaciesill submit claims to MMAor processinghrough A’s utomated nt of sale claims adjudication system. 2. rovider payments A ill invoice DHCS for all adjudicated claims, receive payment from DHCS for those laims, and pay nrolledrmacies for all of the claims through either electronic payment or by heck. 3. harmacy support, ecationnd outreach A will provide educatioand outreach nd “help desk” type support o dial nrolled rmacy oviders relatingo how to submit a claim or prior authorization, and how to ilize the secure web portal 4. rior authorizations nder the Medial Rx Contract, MMA is responsibe orrformngrior authorizations dial nrolledrmacies may submit prior authorization requests on behalf of neficiaries o MMA. 5. raud, waste, and abuse support nder the Medial Rx Contract, MMA is responsible to provide raud, waste, andbuse tection and prevention servicesontract, Exhibit A, Attachment II, §6.4.se services will over potential fraud by beneficiaries, physicians, and pharmaciesbut do not include audits of rmacies IV. ONTRACT STANDARDS AND THE ATURE OF RGANIZATIONAL AND ERSONAL ONFLICTS OF INTEREST . edial Rx Contract Standards HCS made clear in the Contract that it “…intends to avoid any real or apparent conflict interest on the part of the Contractor, Contractor’s parent entities, subcontractor or employees, ficers and Directors of the Contractor or Subcontractors.” hibit E1§10.n order to ffectuate this intent, the Medial Rx Contract requires: Independence. The Contractor and its Subcontractors are independent of ny Medal managed care plans, other health care provider or pharmaceutical ompany that contracts with the Medial program in the State…. The Contractor its Subcontractor is not considered independent if it … Owns or controls a Medial managed care pan, or other health care ovider in the State. Exhibit E1, .) nder the Contract, “Contractor

12 8; includes MMA’s “parent enti
8; includes MMA’s “parent entities or corporations”. hibit E1 ccordingly, because Centene Corporation will be the ultimate parent of MMA a entene also owns or controls two (2) California Pss well as rmacies that re enrolled in he Medial program, MMA will no longer be “independent” of these entities as defined by the ontract. e Contract also expresses the mplications a lak of independence: hile it is desirable that the Contractor and its Subcontractors be ndependent…., such relationships are permissible so long as prompt full sclosure is made and adequate protective Avoidance Plans and procedures re developed, andeviewed and accepted by DHCS. xhibit E1 §10.C.) e Contract also makes clear that the same rules apply to MMA’s subcontractors. . rganizational Conflicts of Interest Versus ersonal onflicts of Interest 1. CIs rganizational conflicts of interest“OCI”) can occur when an ganizationay have qual access to information or a conflicting role in providing goods or services, both of which ay result in an unfair competitive advantage. hile not solely applicable to government contracts, OCIs ar of particular concern in ic contracting due to the government’s heightened responsibility to ensure fairness and ectivity in the procurement process and the proper use of public funds. To this end, the federal nd multiple state governments maintin numerous requirements to ensure thateal or apparent CIs are identified and addressed appropriately, as detailed below. State of California authority s not generally address OCIs, rather, requirements may be imposed via contractual obligations. 2. Is n contrast to OCIs, a cnflic interest (“COI”) efers tohe real or apparent OIs ndividualsn their official and public capacities. Under the California Political Reform Act “Political Reform Act”), a public official (as defined ithe olitical Reform Act has a squalifying COI in a governmental decision if it is easonably oreseeable that the decision will ve a aterial inancial impact on their personal finances or other financial interests. the event A esignated Eployeeas defined in the Politica

13 l Reform Act)as an individual COI, that
l Reform Act)as an individual COI, that mployee must recuse himself or herself from making or participating in the decision that mplicates the individual conflict definition of “Designated Employee” and the DHCS onflict of Interest Code incorporate the term “Consultant,s referenced in the Political Reform ct and defined by regulation. Accordingly, the Political Reform Act applies to those MMA mployees supporting the Medial Rx Contract identified by DHCS consistent with the Political eform Act, and supporting regulations) as “Consultants” and therefore are “Designated oyees. dditionally, under ts Contract with DHCS, MMA esignated Employeereequired to omply with all applicable olitical Refm Actequirements, including not limited to ompliance with the Pitical Reform Acthe riodic iling of he FPPC orm 700s ith HCS nd completion of required ethics training . ategories of d Addressing rganizational Conflicts of Interst 1. ategories of OCIs e federal government’s general authority regarding OCIs is found in the Federal cquisition Regulations (“FAR”), specifically 48 CFR Subpart 9.5 “Organizational and onsultant Conflicts of Interest” (“Subpart 9.5”). While not applcable to the Contract, Subpart s provide standards and guidance that may be applied to the instant CAP. e FAR defines three 3) oad categories of OCIs: �x nequal cess to ormation rovides unfair competitive advantage through obtaining inforation not generally vailable to other competitors and that may assist in winning a contract over competitors. (CFR §9.505-4.) �x mpaired ectivity ccurs when a contractor performs duties in assessing either their own or a competitor’s rformance oroducts. (FRnd �x iased ground res s implicated when a contractor’s duties under one contract include setting the ground rules or another government contract. (FR CI category “Unequal Access to Information” iimplicated with respect to the Contract s MMA, in order to meet the obligations of the Contract, must have access to certain Confidential nformation of MCPs and potentially specialty pharmacies) hat participate in

14 the Medial ogram. Access to thiConfid
the Medial ogram. Access to thiConfidential Information could, if not appropriately addressed, potentially ovide an unfair competitive advantage if shared with herentenened entities 2. ddressing Organizational Conflicts of Interest ere are three (3) general ways to address CIs: �x void revent the occurrence of a real or apparent OCI through actions such as excluding ontractors or eliminating a portion of scope to eliminate the potential for an OCI; �x eutralize egate real or apparent OCIs related to (1) contractor objectiviy during contract rformance or (2) an unfair competitive advantage through contractor recusal, excluding/severely imiting contractor participation in source selection activities, and/or otherwise barring access to he sensitive or confidential data of ompetitors; and/or �x tigate ia a mitigation plan, reduce or alleviate the impact of OCIs to an acceptable level of risk hat the interests of fair competition and/or contract performance are not prejudiced. n some instances, when none of the three 3) factors above seasible and it is in the overnment’s best interest, it may be necessary to accept the OCI. e “Mitigate” option is the most appropriate, effective, and feasible approach to address he real or apparent OCIs presented by the Transacton and is the primary focus of this CAP. In rious respects, however, the CAP also neutralizes the apparent OCI by barring access to sensitive nd confidential data through the various safeguards described herein. . ONFLICT AVOIDANCE PLAN FRAMEWORK . APtandards 1. CIs s noted above, while the FAR authority is not applicable to the Contract, it serves as a odel by which to identify and mitigate OCIs. AR OCI CAPs generally include the following elements, each of which is also addressed n this CAP: �x lar definitions �x tatement of organizational commitment to develop and follow the AP �x escription of the OCI type(s), .g.unequal access to information, mpaired objectivity, and/or biased ground rules implicated by a ontract �x escription of the factors tt may or do place a contractor in a real or pparent OCI situation �x f applicable, identification

15 of subcontractors with real or apparent
of subcontractors with real or apparent CIs �x etailed plans for avoiding, neutralizing, and/or mitigating OCIs, or, if hese plans are not feasible, an explnation and justification for ccepting OCIs �x hile each CAP must be tailored to the facts, CAPs typically include combination of administrative, technical, physical, and management ontrols �x irdrty periodic monitoring and organizational attestation o ompliance with the CAP �x eriodic review and amendment of the CAP to address material hanges impacting the OCI 2. OIs s noted above, the Political Reform Act s pplo those Mmployees supporting he Medial Rx Contract hat are “Designated Emploees” he event A esignated ployees an individual COI, that employee must recuse himself or herself from making or rticipating in the decision that implicates the individual conflict.dditionally, A esignated Employees areequired toomply with all applicable olitical Reform Act equirements, including not limited toompliance with the Political Reform Act, he periodic iling of he FPPCorm 700s with HCS, and completion of required ethics training olitical eform Act rquirements are addressed within this CAP . MA CAP Creation Process n order to determine whether real or apparent OCIsnd/or OIsxist due to the ansaction and how best to address those OCIsnd COIsthe zars SA LLP nd MMAeams “CAP Team”) rtook the following evaluations: nalysis of dozens of relevant MMA documents, systems, and information gainst applicable risk, information security, and other controlsncluding �x e dial Rx ContractFP �x e dial Rx Contract �x ata Sharing greement template between MMA and MCPs �x rior MMA CAP and related documentation �x ylaws �x rganization charts �x ersonnel charts and Board of Directors lists �x ob descriptions �x ompliance and ethics programs and training �x ode of Conduct �x ersonnel OIrveys �x ersl nonsclosure agreements �x oyee offer letter template and exit survey �x st recent SOC 2 report, HITRUST certification, and other applicable nformation security, confidentiality, and privacy documentation �x isk assessment and control frameworks, mtr

16 ices, risk register heat aps, and other
ices, risk register heat aps, and other documentation n ope information technology systems and applications and data �x rocess maps and data flow diagrams �x HCSpproved System Security Plan �x A ontract subcontractors �x pplicable policies and procedurs in the areas of: ° ompliance and ethics, including COIs and OCIs ° nformation technology and information security ° uman Resources eview of applicable Centene documents and informationncluding �x pplicable policies and procedures in the areas of: ° opliance and ethics, including COIs and OCIs ° nformation technology and information security ° uman Resources ) ob descriptions b) ompliance and ethics programs and training ) ode of Conduct d) ntative Postansaction implementation plan e conducting ofnterviews with internal and external stakeholdersncluding �x nternal A staff �x nternal HCS staff �x ternal dial anaged Care lan staff �x ternal Managed Care Asociation staff articipation in multiple CAP Team working sessions to develop a ro CAP to dentify, prevent, mitigate, and/or neutralize OCIsnd COIs I. ONFLICTS TO BE ADDRESSED . CI: nequal Acess to edial Rxa and formation rough he MMA solutionsilized in connection with Medial Rx Contract rformance, ertain Aaffve access to, and will generate, datand infmationegarding he Medial Rx program Specifically, these utionincludeystemsprocesses, and nformation hat may be accessed ostansaction A recognizes that n qual access o aa r informationCIan potentially arise here entenes access to dial Rx data andnformation that may provide enteneor its ffiliates) with an unfair, anticompetitive advantage. . CI: nequal Access to Pharmacy Acquisition Cost Da n connetion with MMA’s Medial Rx Contract performanceA’s subcontractor, rcer, will developstablishnd maintain a Maximum Allowable Ingredient Cost (IC ogram or multisource generic drug reimbursement. The objective of the MAIC program is to stablish upper limit, multisource generic ingredient reimbursement ates hat encourage efficient chasing while being responsive to drug pricing fluctuations. or the development of the MAIC ogram rates, Mercer ill survey statistically va

17 lid sampe of Medial enrolled pharmacies
lid sampe of Medial enrolled pharmacies on heir drug acquisition cost invoice data. The information obtained from the survey will be used to stablish MAIC reimbursement rates for multisource generic drugs. n the event MMA were able to access Mercer’s sury data, and if MMA then shared such ta with Centene health plans, this improper use would amount to unequal access to information, nd the Centenened entities d entially enefit from an unfair competitive advantage. . CI: nequal Acesso Cntene Pharmacy Pient a A acknowledges that there are likely to be instances where some, or all, of the six6) entenened specialty pharmacies will be filling prescriptions for beneficiaries hore not embers of either HealthNet or California ealth and Wellness. otential access by Centene mployees to this patient data could provide Centene with an unfair competitive advantage. . OI: dividual Conflictof Interest and Prohibitions Uder the Political eform Act olitical Reform Actpples to those Magellan employees pporting the Medial x Contract hore “Designated Employees”cause, by virtue of their job duties, it s easonably foreseeable that decisionthey make on behalf of DHCSayave a material financial mpact on theirrsonal finances or other financial interests. . MA Contract Subcontractors s described above, t Contract makes clear hat, where applicable, its requirements lso pply to MMA’s subcontractors. Based on aeneraleview ofhe duties ofbcontractos o be utilized by MMAnder the Contractapart from a potential access issue presented by the of Mercerhichs fully avoided as a result of the nature of Mercer’s work (see below, ections VI.B and VII.,here are no additional concerns regardng he ndependence or COIsf hese subcontractors II. ONFLICT AVOIDANCE MEASURES . cope is CAP will apply to MMA in order to effectively address issues of potential unequal ccess to idential formation and potential issues in MMA’s dealings with eities that will ithin the Centene family of companies fter the Transaction closes, including Centenened anaged care plans and specialty pharmacies. is CAP will be implemented upon cceptance by HCS andwhere applicable, wi

18 ll ontinue throughhe end of the Contrac
ll ontinue throughhe end of the Contract t that point, a final attestation, combined with the pplicable survival provisions of the Contract, will continue to protect idential ormation. . rganizational Experience and Commitment to the CAP e implementation of procols designed to addressCIs,OIsnd safeguard onfidential information is not new to Magellan and Centene. Magellan has provided pharmacy nefit dministration and anagement services to various state Medicaid programs for more than hirtyive () years. Similarly, Centene operates Medicaid managed care plans in thirty (31) ates n the ordinary course, both organizations safeguard idential ormation not only rom external exposure but also internally within the company from personwho do not have a egitimate need to access specific customer and other confidential information. e Medial Rx Contract expressly contemplated that, in some instances, contracting ganizations may take actions or experience changes that present potntial OCIs COIs Both gellan and Centene recognized that the Transaction presented such an issue and advised DHCS the day the Transaction was publicly announced of its intention to follow the Contract’s equirements to prepare and implement this AP. In doing so, both Centene and Magellan eviously expressed their commitment to address all real or apparent CIs and OIsand reaffirm heir commitment through the submission of this CAP. . hirdarty Monitor Orsight s described inreateretaillow, HCS will appoint a irdarty nitoro assist in rseeing MMA’s compliance with the CAP. The Thirdarty Monitor’sesponsibilities include equired onitoring, reporting, consultingnd, where neessary,nvestigation of compliance oncern . orporate Structure e following section identifies the current corporate structure of Magellan and MMA and he expected postansaction structure of Magellan (with a focus on MMA) within Centene. 1. gellan Current orporate tructure urrently, Magllan Health operates two 2) ness segmentsMagellan Healthcare and gellan Rx Management. The latter is Magellan’s pharmacy egmentnd is headed by its Chief ecutive Officer, Mostafa Kamal. MMA is functionally a part o

19 f the Magellan Rx Manageme gment lthoug
f the Magellan Rx Manageme gment lthough MMA is part of larger organizations, it is essentially run on a standalone basis. A’s business focuses on the provision of pharmacy benefit administration services to Medicaid ograms in wentyx (ates and the District of Cumbia. In the performance of these rvices, MMA limits access to data and information of specific State customers (including hrough technological feguards and ccess controls described n Section IIlow) to those mployees who have a need to kn such information to perform services for the State Medicaid ogram. Conversely, any employee without a need to know ncluding other employees within A, Magellan Rx Management, or Magellan Health not have access to such information. tate cusomers also have access to their own data and information but not that of any other MMA tate customer. 2. orporate Structure Following the Close of the Transaction s mentioned earlier, Centene operates two (2) separate and distinct business units: Marketand Products,hich is its health plan line of business, and “Health Care Enterprises” CE, which provides a range of services to internal and external customers. ollowing the completion of the Transaction, Magellan Health Inc. (and MMA) will coe a whollyned subsidiary of Centene. All of the Magellan entities (including MMA) ill operate and be managed within Centene’s HCE portfolio of companies. The close of the ransaction will not change the fact that, as a continuation of the current prctice identified above, y those employees with a need to access Medial Rx data and information will be permitted o do following the close of the Tansaction. rom an organizational structure perspective MMA, and the remainder of the Magellan ities, will be housed exclusively within HCE and MMA ill not be integratednto the rest of entene’s California business. Consistent with Centene’s commitment to HCSMMA also will kept operationally separate from Centene’s health plan business li (the “Markets and roducts” business unit), which encompasses thehirty (urisdictions in which Centene s MCP subsidiaries. imilarly, there will be no in

20 tegration or sharing of MMA’s emplo
tegration or sharing of MMA’s employees, processes, nformation technology systems, orta with Centene’s health plan business line. In furtherance these protocols, Centene, Magellan, and MMA will agree to annual ad hoc, as necessary, xamination or audit of this separation by DHCS and/or the Thirdarty Monitor. s mentioned earlir, Centene also owns six (6) specialty pharmacies that participate in dial. The specialty pharmacies are, and are intended to remain following the close of the ansaction, within the HCE line of business, with intraCE access restrictions and contrs aintained to ensure complete technological separation between the specialty pharmacies and A. These specific technological safeguards are explained below in ection II.E ollowing the close of the Transaction, Centene Corporation’s corporate funcions and xecutive leadership will receive only summary level financial, administrative, and operational eporting information from MMA, and nothing more granular that would potentially impact rformance on the Medial Rx Contract or conflict with MMA’sand Centene’s) obligations r this CAP. MMA, Magellan, and Centene also agree to raise immediately any new issue that ould present a potential CI or COIo the Third Party Monitor and, as applicable, DHCS. or purposes of enterpriseide reporting igations and consolidated record keeping actices, which does not in any way implicate or involve Confidential Information and/or Medi al Rx Contract data or information, Centene would utilize certain corporate shared service across he entirety of th corporation. These limited shared services, which are not integrated into MMA ontractual operations are: (1) Human Resources and Payroll functions orporate management recruiting, hiring, resource tracking, annual merit, and payroll functions; (2)perational inancial Services orporate system for SECequired consolidated financial reporting; and (3) nformation Security Tools that do not utilize data content, rotected health informationor any dial Rx Contract data or information as part the tools echnical solutions and operations hat prevent and manage risk of data loss, compromise

21 of data security, and data transfers to
of data security, and data transfers to ntended parties. . echnological Safeguards is CAPill ensure that its goals are achieved through a combintion of measures. e echnological safeguards described in this ctionIIre esigned to ensure that idential formation is accessed only by those who legitimately have a need to do so. ose measures, ogether with related measures designed o ensure the safeguards are working to prevent uthorized access, serve to avoid or mitigate the OCI of potential unequal access to Medial x data and information, including information held by Centenened pharmacies (see Sections I.A and VI.Cbov) t of the technological safeguards scribed herein xisted ior to and wholly apart romhe announcement of the Transaction at is, even prior to the Transaction’s announcement, A recognized and appropriately addressed its responsibility to sfeguard confidential nformation from y type of uthorized access. To the end, as part of the implementation of he Medial Rx Contract, DHCS and MMA have worked since December 2019 to ensure that A’s information security systems satisfied DHCSs igorousandards. sefeguards arehe foundation of this CAP first and best way to ensure that entene companies, such as Centene’s California MCPs, do not have unauthorized access to Medi al Rx data is to ensure that s unauthorizeccess. 1. A’s Systems A’s operational processes and nformation systems used to support the dial Rx ontractre designed from the ground up so that Confidential Information is protected, and is not ovided either intentionally or inadvertently o unauthorized partieso the greatest extent possible A meets all applicable ate and federal privacy and security regulatory requirements for otecting data confidentiality, including those defined by the HIPAA Security Rule and HITECH ct.n prt to attest to its data security and privacy standards, MMA performs and prepares an merican Institute of Certified Public Accountants (“AICPA”) “SOC 2” report for certain of its ustomers, including DHCS. An independent AICPA auditor reports on manageent’s scription of MMA’s system and the suitability o

22 f the design and operating effectiveness
f the design and operating effectiveness of ontrols. eyond compliance with the regulatory requirements and security standards described bove, MMA has taken a multiayered approach to the security ts systemssed on the nternational System Security Certification Consortiumhe international standard for IT curitynd NIST SP 800Rev. 4 guidance. MMA’s development methods provide perimeter otection, segregated operation, ness,nd aministrative architectures, and extra protective easures associated with its web presence. The ystems areAroprietary; MMA owns the ce code, allowing complete control over the change management process, to ensure that these ystems are secure. ese proactive safeguards exist for the very purpose of preventing improper disclosure, nappropriate ccess, or misuse of Confidential Information, and therefore in the aggregate these easures nherently protect against any potential unequal access to iormation conflict occurring n connection with Centenened MCPs. These safeguards include, among other things: �x pplication and Userevel Security: pplicationevel security is controlled at the ront door each application. MMA’s oginocesis operated from a secure site (https) and employs detailed rules to preventcking other unauthorized access. MA is also in full compliance with all security aspects of the Sarbanesxley Act of 2002, and it policies are ligned with National Institute of Standards and Technology (“NIST”) SP 8003 Rev. 4 series guidelines, and ompliant with Federal Information Security Management Act (ISMA Moderate requirements. ° leased Security All of MMA’s security permissions are role sed, granting er’sccess to yhe information they need to toheir jobs. ° cess Control User access to system resources is controlled sed on the user’s security setup. MMA utilizes an access request nd approvals tracking system to ensure that the user will not have ccess to resources hey or its not ned. Accounts that are no onger necessary are removed within nety (ys. When an mployee departs from MMA, account access is removed within wentyour (s. ° curity Audit Trails User access audit trails and lo

23 gs are created nd maintaid at all level
gs are created nd maintaid at all levels. Audit trails and logs are aggregated or analysis, and are used for individual user accountability, econstruction of events, intrusion detection, and problem dentification purposes. �x ostased Intrusion Detection/Firewalls: A emplos fully supported equipment for the protection of the critical internal nfrastructure. All firewalls are managed under MMA’s direction and supervision. All perimeter otection equipment is installed, patched, and maintained in accordance with manufacter andards and ndustry st security practices to ensure the best possible protection. A traditional MZ (deilitarized zone) structure is in place to support MMA’s eommerce needs and is onitored and managed via a statehert intrusion detecion and prevention system (IDS/IPS). ° wall Setup Network access outside of the MMA network, ncluding business partner connectivity, must pass through an A sponsored firewall. Firewalls are operated and managed by A, or MMApproved service provders under MMA’s rection and supervision. ° etwork Isolation Network segments containing Internet ccessible services are isolated from internal network segments. ystems in the DMZ do not talk to each otherach host is solated. Network segments ar protected by a firewall configured o secure all devices behind it. ° ogical Security Controls To monitor internal systems activity, A employs a systems activity audit. MMA investigates viations from the policy and mitigatessociated risks. All oduction application systems that house sensitive information og every addition, modification, and deletion to such sensitive nformation; and log all significant security relevant events. �x ata Encryption: A understands that Confidential Informaton must be protected at rest and in transit. ° ata at Rest Security The architecture within MMA’s Data enter makes certain that all sensitive data are encrypted as they re written to disk, using statehert storage solutions. ° ata Transmission Scurity agellanicy on transmission of onfidential Information requires encryption methods that consist the industryandard secure file transfe

24 r protocol. �x isk Analysis and Vuln
r protocol. �x isk Analysis and Vulnerability Assessment: A routinely conducts security assessment and vulnerability testing. ° Analysis MMA performs a Security Risk Assessment as part its overall Project Management Process. Three 3) sic risk anagement components are integrated throughout the design of cure systems: (1) identification aauthentication of the user; 2) access control; and (3) an audit mechanism. These ystem ased components are augmented by monitoring activities o detect, analyze, and resolve unusual or suspicious activities or vents. ° lnerability Assessment MMA rforms continuous internal uditing and scanning of its systems and business processes to nsure the confidentiality of beneficiaries’ and customers’ nformation. MMA also engages thirdrty, independent gencies to verify security infrastructure. Thidrty security uditors perform external penetration testing and compliance esting on a quarterly basis. ese same technological safeguards will remain in place following the close of the ansaction (and additional administrative firewalls will seprate HCE portfolio leadership and rkets and Products siness uniteadership, as described n ection VII.D.ccess to the dial Rx systems will therefore remain limited to the same entities and users, for the same imited Medial Rx contractual upport purposes, under the same access controls already uthorized by DHCS. All firewalls and encryption will continue to be administered according to he ystem Security Plan (described below)o new outbound or inbound data transfers of onfidential nformation or system connections are requested, and no unauthorized system ccess by Centene, Centeneffiliated MCPs, Centenened specialty pharmacies, or any other uthorized entity will be permitted. e mechanisms to safeguard Confidential Informtion described in this CAP will also nsure that beneficiary data within Centene’s specialty pharmacies is not subject to unauthorized ccess. That is, those mechanisms help to avoid or mitigate the “unequal access” OCI discussed n Section VI.C aboveurrently, Centene’s managed care plans (including HealthNet and alifornia H

25 ealth and Wellness) do not have access t
ealth and Wellness) do not have access to data within Centene’s specialty rmacies. After the Transaction closes, that will continue and access to Medial Rx data for entene’managed care plans will occur through MMA.is CAP describes in detail how A will ensure the treatment of confidential information and thus also provides the echanism to ensure that Centene managed care plans will continue to have access to only ther n plan beneficiary data. 2. A’s System Security Plan s discussed above, MMA worked with DHCS ginningn December 2019 to ensure that A had appropriate measures in place to ensure the security of eneficiaryMCP, and other idential ormatio The result was the MMA System Security Planbmitted by MMA on ctober 30, 2020, and approved by DHCS on December 28, 2020 (the “SSP”)hich details A’s safeguards for the protection of Confidential Information that is obtained under the di al x Contract. The approved safeguards, which focus largely on those measures describe bove in ection re specifically designed to protect against ny type improper access or isuse of Confidential Information, including access or use that could crate a real or apparent onflict. ostransaction, Confidential Information provided to MMA by MCPs will, therefore, be otected from access by other MCPs, including Centeneffiliated MCPs, exactly as already pproved by DHCS in the SSP, and consiste with the executed Medial Rx DSA in place tween MMA and each MCP. The Transaction will have no impact on the multiple layers of curity and confidentiality safeguards that already protect Medial Rx Confidential Information rom improper access orisuse, and hatnherently avoid any potential unequal access conflict rom occurring. hancements that would require changes to the MMA systems and/or operations in the SP will be further evaluated in accordance with the SSP’s Change Control & Risk Alysis ystem Change Control Procedures. This procedure uses a Change Advisory Board of ross unctional staff who evaluate change requests to mitigate risks by having a wide range of echnical and business representatives review and assess the impacts changes to th

26 eir respective ystems and operational p
eir respective ystems and operational processes. Under the approved SSP procedures, MMA will communicate oposed changes via formal DHCS letter, and develop a schedule for DHCS approval within greed upon timeframes. The change controlocedures will ensure that all changes are mplemented according to DHCS directives, and maintain operational and information systems icies to avoid potential conflicts according to this CAP. toring Mechanisms n addition to other actions descibed in the CAP, MMA s in place or ill take the ollowing steps designed to prevent and detect potential unauthorized access to idential formation and data: �x Asr provisioning process relies upon the principle of “least ivileged” in which pproved users are granted the minimum access equired to perform a job function within the applicable system(s). �x A will institute an additional layer of user provisioning by equiring theAovernment Liaison as describedn Section 1 low) o appove access for any person(s) seeking access to systems ith Medial Rx data. �x e list of users generated from the MMA user provisioning processes s the “Allow List.n a weekly basis, MMA will provide the current llow List for each of the MMA systemso the hirdartytor. �x A will maintain records in the form of user access logs of all users the MMA systems described above. On a weekly basis, MMA will ovide user access logs for each of the MMA systems. �x n a weekly basis, the irdarty Mtor will compare the pplicable Allow List to the user logs to determine if any user of an A system did not appear on the applicable Allow List. �x n the event there are any discrepancies, the irdarty tor will nvestigate to determine the causef the discrepancy anhether any nappropriate access has occurred. �x e activity and password grants for ny ivileged accounts, database dministrators, and system administrators are logged and will be shared eekly and compared to the Allow List by he irdarty Mtor. discussed above, ny changes to MMA systems and/or operations supporting the di al Rx Contract are required to be reviewed and approved pursuant to SSP Change Control rocedures. oweverMMA i

27 s undertaking a separate commiment that
s undertaking a separate commiment that any material changes to nope applications and data systems will be timely reported to DHCS or the DHCSppointed irdartytor for review. In this manner, DHCS will review any proposed changes ither hrough the SSP Change Control Proedures r the undertakings in this CAP. A’sompliance ith the timely reporting of such proposed changes is confirmed in tsnnual attestation of ompliance with this CAP. . hysical Security n addition to the technological safeguards discussed above,A will employ various echnological measures designed to preventnauthorized access of idential ormation. hysical paration safeguards help ensure that access controls applying to physical acilities or example data rooms, workstations, media re enforced. A operates two2)aliforniased facilities in San Diego and Rancho Cordova hich will be the primary facilities supporting the Medial Rx Contract Physical separation feguards are in placen these facilities The Ranho Cordova location is omprised only ontract employees and no other Magellan or Centene employees have or will have badge access o any area that is restricted pursuant to the Contract. The San Diego facility has one1)loor of mployees dedicatedo the Contract and only those employees have badge access to any area estricted pursuant to the Contract. A’s physical separation safeguards or other facilities used to support the Medial Rx ontract nclude, but are not limited to: �ƒ estriction physical access, including badge access monitoring and visitor escort ocedures �ƒ igital surveillance systems monitor the entry and exit points of the data centers . ompliance Program 1. A Government Liaison A employs a Director of Compliance, known athe Government Liaison, who is dicated to support compliance with the Contract. The Government Liaison’s job responsibilities nclude are not limited torving as the MMA subject matter expert regarding OCIs and OIs. Such duties currently incude carrying out the existing Form 700ractual COI otocols with DHCS and, as part of this CAP, will be expanded to include serving as the main ontact for OCIs. dditionally, the Government

28 Liaison’s duties include ensuring
Liaison’s duties include ensuring the completion by eligble mployees of required compliance trainings, including A’ode of Conduct training, which urrently includes content regarding OCIs and COIs, maintaining and providing proof of employee ompletion of such training, and, as applicable, attestation rearding such training as required r this CAP. e Government Liaison will also function as the single point of contact relating to mplementation of MMA’s ongoing commitments outlined in the CAP Compliance Requirements n ction se include, mong other things, updating of training modules as needed and rsight of compliance related employee awareness campaigns. In addition, the Government iaison will have approval authority for he ddition of employees to the Allow List contemplated or in application and data monitoring. 2. entene Compliance Program gnerally entene maintains an Ethics and Compliance Program to guide employees when onducting the business affairs of the organization. The Compliance Program is managed by the orporae Compliance Department, under the direction of the Senior Vice President of Internal udit, Compliance and Risk Management. The Internal Audit, Risk Management and Corporate ompliance Department staff includes welve (ce presidents, wentyive (nior rectors and directors and over xty (nior managers and managers. Departmental staff are n addition, each MMA employee identif as a Consultant”or purposes of the olitical Reform Actill be equired to completePPC thics training pursuant to the olitical Reform Act The Government Liaison will be esponsible for tracking such training and providing timely certificates f completion to DHCS. esponsible for identifying and responding to risks, evaluating the effectiveness of Centene’s ompliance Program, and assuring appropriate reporti and corrective action occurs upon the dentification of noncompliance. Centene employees complete a series of mandatory compliance raining programs throughout the calendar year. These trainings are reviewed and updated by embers of the Compliance Deartment and tracked to completion through the Learning nagement System. e MMA Gov

29 ernment Liaison will work with the appro
ernment Liaison will work with the appropriate members of Centene’s orporate Compliance Department to ensure that MMA and Centene deliver on all applicable ommitments ihe CAP. s with effective compliance programs, an effective CAP relies on comprehensive, ote, userriendly, welln, and easily accessible policies and other documentation, hich clearly state an organization’s rules and expected behaviors. 3. oyee taining and areness oth Magellan and Centene currently have training requirements that educate employees among many other things, the necessity of maintaining the confidentiality of customer data nd identifyingh OCIs andOIs The Tansaction also presents an opportunity for Magellan nd Centene to expand and enhance their respective training protocols. a) gellan urrently, all MMA employeeshire and annuallyust take three (3) separate one 1 webased training cours: Magellan Code of Conduct training, HIPAA Privacy and ecurity training, and Fraud Identification and Recognition Education training. All employees, ficers, and directors of Magellan are expected to perform their business responsibilities in omplince with Magellan’s Code of Conduct, applicable laws and regulations, and company icies. Magellan’s Code of Conduct training familiarizes MMA employees with the ethical andards that guide MMA’s business and client relationships and helps to maintainhe highest ible standards of ethical behavior. The training regimen serves as a continuous reminder of A’s commitment to ethical conduct, which includes training on the importance of maintaining nviolate the confidentiality of Confidential Informtion employees have access to, learnor reate in their role. ith respect to specific training modules, MMA employees are trained on the following xemplar policies and procedures: �x ccess control policy; �x ppropriate safeguards to protect PHI; �x IPAA ivacy compliance program; �x nternet Web server security; �x assword policy; �x hysical protection of confidential data; �x rivacy and security workforce training; �x eporting violations;nd �x irewall policy. e Code of Conduct also provides that

30 Magellan employes must avoid eal or app
Magellan employes must avoid eal or apparent OIsith Magellan in their professional and personal relationships. As reinforced through annual raining, it is the responsibility of every employee across the enterprise to recognize COIs, ncluding eal or apparentCIs,nd report them to the Compliance Department so that the pany can take appropriate action to avoid, neutralize, or mitigate any such situation OCI and OIecific content is also being added to the training in order to specifically address the ansction nd its impact on the Contract. t the completion of the training, Magellan employees are required to attest that they have ead and understood the Code of Conduct and agree to abide by the Code of Conduct, applicable aws and regulations, and compay policies and contractual requirements (.g.this CAP). Further, mployees must attest to their understanding of how to recognize CIs and COIsand the equirement to promptly report all eal and apparentCIs and COIs Employees who fail to take nyequired training within the allotted timeframe are put on administrative leave and, if the ourses are hen completed within five (5) business days, will be terminated. Employees ngaged in conduct that violates Code of Conduct principles may be subect to serious penalties o and including termination of employment. gellan will review this training on an annual nd ad hoc as needed sis to ensure it is resh, applicable, takes into consideration the needs of the adult learnernd when materia changes cessitate a change in content. A will also implement an annual employee awareness campaign regarding the tection, prevention, reporting, and mitigation of OCIs and COIs. Awareness campaigns are up o the discretion of MMA and can include, or example, annual Compliance Week activities or ommunications via email, Intranet, office postings, newsletters, and other edi n addition, after the close of the Transaction, every Magellan employee will be required o participate in the Centene taining modules identified below, and will be further required to omplete and submit Centene’s OIestionnaire. In addition, the MMA employees that support he Medial Rx Contract also will be

31 required to participate in training ses
required to participate in training sessions that broadly scribe the scope and depth of MCP service offerings to DHCS. This additional training module ill further aid MMA employees in identifying any potential conflicts. pecifically, in connection with this CAP, MMA must annually attest that (1) all applicabe mployees timely completed Code of Conduct training and the training attestation, and (2) MMA ovided an appropriate awareness campaign. MMA will also maintain records regarding training ontent, completion, and attestation, and the awareness campaigns). Those records may be equested and/or monitored on a periodic basis as part of the CAPs implementation b) entene entene’s employees are all expected to act in accordance with the values contained in entene’s Code of Conduct. All employees througho Centene’s organization are required to ompletennual training sessions on a variety of topics meant to reinforce the highest standards ethical behavior. In addition, all employees must respond to an annual OIstionnaire aimed t identifying an changed circumstances that might lead to real or apparentOI. ch Centene employee also must complete, on an annual basis, Centene’s Compliance nd Code of Conduct/Business Ethics training. All Centene employees are charged with the esponsibility o promptly reporting any actual or suspected violations of laws, regulations and ontractual provisions, Centene’s Code of Conduct and other Centene policies. Centene provides mple avenues for prompt reporting, including to the individual’s immediate peoe leader, a gherevel people leader, the Compliance Office, or the Ethics and Compliance hotline. Upon ompletion of this training module, each participant is required to attest that hey haveead, rstand, and will abide by Centene’s Business Etcs and Code of Conduct. ch Centene employee is lso equired to participate in annual OI raining. Much like he annual questionnaire, Centene’s annual OI raining educates employees on enhancing the lls necessary to identify and report eal orpparentOIs In the event real or apparentOI s identified, the individual must report the issue to

32 Centene’s OIailbox. n addition, on
Centene’s OIailbox. n addition, on an annual basis, all Centene employees are required to prepare and submit OIestionnaire. The questionsre aimed at identifying various sources of potential conflicts ncluding (i) familial; (ii) financial; and (iii) personal. imilar to MMA, Centene must lso implement an annual employee awareness campaign egarding the detection, prevention, reportin, and mitigation of OCIs and COIs. Awareness ampaigns are up to the discretion of entenend can include, for example, annual Compliance eek activities or communications via email, Intranet, office postings, newsletters, and other edi inally, alentene employees are required to complete annual Administrative Firewalls raining. These safeguards are employed to protect idential ormation relating to the pany’s external customers. Administrative Firewalls serve to protect nfidential ormation rom being disclosed to individuals who do not have a “needo” Needo” indicates hat idential ormation is required for the proper execution of an individual’s job esponsibilities. Centene’s adherence to these guideposts nsures that individuals who have access o idential ormation are prohibited from disclosing it to individuals who do not have a “need o know.ny violations of these firewalls must be reported immediately to the individual’s (who s or suspecs disclosure) direct supervisor, Centene’s Compliance Mailboxnd Corporate ompliance. Upon completion of the training module, each employee must attest that hey have ead, understand, and agree to abide by the contents of the Administrative Firewallsraining, and hat failing to abide by the contents of Centene’s Administrative Firewalls policy may lead to sciplinary action. 4. oyee rsonal sponsibility n addition to the controls described above, a key aspect of the CAP includes safeguards egrding organizational, business unit, and individual reporting lines. ll applicable MMA personnel must attesta the existing Code of Conduct training ocess their nitialmployment, annually, and as otherwise ndicatedo their understanding heir duties to maintainhe confidentiality ofonfidential In

33 formation internally and externally. e
formation internally and externally. e Code of Conduct requires that all personnel, no matter their organization or role, are strictly ohibited from discussing or sharing Confidential Infmation with anyone outside of their ness unit and their organization unless specifically allowable needo basis. The ode of Conduct itself addresses the disciplinary measures that may be taken in the event of ompliance, up to anncuding termination of employment. The attestation reinforces these essages by memorializing the employee’s commitment to these rules. n addition to the Code of Conduct, Magellan maintains an Employee Handbook and an Resourcesolicies document thatlso addresses the possible disciplinary measures that ay be taken in the event of noncompliance, which can include employment termination and other tive action.n the Code of Conduct attestation, employees confirm their awareness of and ommitmento follow such policies. pplicable employment and labor laws preclude barring personnel from taking new jobs ithin and outside of the organization; however, esignated Employeeunder the olitical Reform ctrebject to postmployment restrictis. The olitical Reform Actaces two (2) estrictions on postovernmental activity for esignated Employee these include the “oneear n” and the “permanent ban”. In addition, A policies effectively address those instances in hich a specific mployee must recuse themselves from decisions and projects in which they may ve a COI or OCI. dditionally, those affubject to Form 700 reporting must also complete a inal Form 700 filing no later than thirty (30) days fromeaving their current ption. 5. olicies and Procedures s part of the CAP, h And Centene will maintain their espective existing CAP elated policies and other documentation, and create and maintain new CAP elated policies and her documentation as needed. . nterprse Risk Management Process hile the MMA operational units are primarily responsible for preventing, identifying, nd mitigating risks in their functional areas on a dayoy basis, Magellan also maintains a orporate Enterprise Risk Management (“ERM”) ogram. The ERM prog

34 ram includes at a inimum annual interna
ram includes at a inimum annual internal and various thirdrty risk assessments in the areas of HIPAA, Internal udit, and Compliance, with BOD level accountability and reporting. This existing program will ontinue throughout theerm of the Contract and include within its purview, where relevant, onsiderations regarding this CAP. I. voidance ofAIC ate Developmentformation s noted above, Aill avoid n qual access OCI regarding the survey and rate ta held by Mercer see ection VI.B)y not obtaining the information at all.rcer is ontracted y DHCS o survey pharmacy providers regarding their acquisition costs and to ecommend appropriate Maximum Allowable Ingredient Cost (“MAIC”) rates to DHCS, primarily or geric drugs. MMA will not have access to the information collected by Mercer from HCS nrolledrmacieshich is competitively sensitivenformationnor will MMA have access to he rates and fees that Mercer ecommendso DHCS. MMA (along with otherakeholders with ccess to the Medial Rx web portal) will be privy to the rates and fees ltimately approvedy HCS, which will be mportednto MMA’s claims processing system in order to adjudicate laims. J. perational Workarounds HCS and M also reognize that in some instances an operational workaround may be mployed to avoid or mitigate a potential conflict. ut of an abundance of cautiono eer clear any potential conflict issues under the Political Reform Act (see Section VI.D),ll prior uthorization determinationsnd claimsssociated with a Centenened specialty pharmacy nd ogram integrity/fraud, waste and abuse functions ill be handled directly by DHCS for review nd determination. or example, apreviously scribedunder t Medial Rx Contract there s some level of possible interaction between MMA and Centenened specialty pharmacies, ncluding a Centenened pharmacy submitting a request for prior authorization laim half of a Medial Rx neficiary A reated scenario is that MMA handles a request for prior uthorization (perhaps submitted by beneficiary’sysician)pproves the request, and the neficiaryater has that prescription filled at a Centenened pharmacy. A, therefore, will have no ole in reviewing, ap

35 proving, or rejecting any prior uthoriz
proving, or rejecting any prior uthorization claim ssociated with a Centenened specialty pharmacy. By removing MMA rom the process, t avoids any eal, apparent, or even potential conflict that would require utralization. A, Magellan, and Centene will not be compensated for costshat theyncuro resolve nd address the additional program workload resulting from the OIreated as a result of the ansaction. MMA, Magellan, and Centene will also financially support th programmatic cost DHCS’s retention of work caused by a conflict, including operations and system changes related o the Centenened pharmacies. III. AP eview, Oversight, and alidation . AP Review e CAP Team recognizes that the Transaction is still ur regulatory reviewnd the pproval timeframe is unknown, and that ny number of factors may impact the ansaction pproval implementation of the CAP may be impacted by any number of factors. n recognition of this reality and the fact that no ne can know what the future may hold, he CAP d be enniallyeviewed and amended as needed. Should material changes occur hat may or will impact the CAP, ad hoc review and amendment as needed should be undertaken. n addition, HCS, A, Centene,nd the Thirdarty Monitor will work collaboratively o ensure that the commitments provided in this CAP are adhered to and that such compliance can validated. . AP Oversightd Validation 1. overnment rsight HCS serves as the government organiztion responsible for review and determination of ompliance with and ongoing efficacy of the CAP. As described in detail hroughout the below rrative scheduled and ad hoc reports y the Thirdarty Monitor re recommended to assist HCS in its oversig. HCS obligations under the CAP also include: �x ely response and clarification to MMA, Centenend other ffiliated organizations, and the irdartynitors nquiries related o implementationnterpretation ofnd compliance with the CAP. �x artcipate in biennial and ad hoc CAP review to determine whether mendment is warranted. �x eview and provide feedback, if necessary, regarding he Thirdarty nitor’snnual MMA CAP Compliance Report and other periodic onitoring reports. �x evie

36 w and provideeedback, if necessary, of m
w and provideeedback, if necessary, of monthly application and ta monitoring, research, and reporting. 2. irdarty nitor rsight s ed above, a Third Party Monitor will be appointed by DHCS to oversee MMA’s ompliance with the CAP. T Thirdarty nitor’esponsibilities re described in greater tail below and nclude scheduled and ad hoc monitoring, reporting, consultingnd, where cessary (as determined by the parties to the CAP), investigation of compliance concerns. e irdartynitor’s obigations under the CAP include: �x ely response and clarification to MMA, Centenend other ffiliated organizations, and DHCS’ inquiries related to mplementationnterpretation ofnd compliance with the CAP. �x articipate in biennial and ad hoc CAP reew to determine whether mendment is warranted. �x eeklypplication and data monitoringndesearch MMAand onthly eporting the same to DHCS �x rovide DHCS with an annual ad hoc eport of MMA and Centene’s ompliance with the CAP in a toreed format. The annual AP report will include the results of the sample verifications and eviews and recommendations regarding any materil changes. e ongoing monitoring program rseen by the Thirdarty Monitor andhere pplicableHCS, ludes three (3) componentsgenerally defined below and more specifically scribed in Table 1 below, including �9 pplication and Data Monitoring and Research pon DHCS approval, MMA and he Thirdarty nitorill rtake the creation of alow stwhich will include the finition of users, groups, and/or roles hove legitimate access o a particular application and data. A process ill bestablished to te the llow List .g.hen new employee joins the ganization, as needed. On weekly basis, he Third arty torill review the llow Listnd MMA access logs and termine potential policy violations, and research such instances to termine whether an actual policy violation occurred and if so, how t has been or will be corected. Monthly reporting to DHCS will nclude the potential policy violations, the results of research as to hether a policy olationn fact curredand the corrective action hat was or will be undertaken. �9 ainingttestationsnd Verificaton

37 .A and Centene have committed to both c
.A and Centene have committed to both continuing and stering their existing employee Code of Conduct, compliance, thicsand other applicablerainings to include specific examples of CIs and COIs. All employees must complete the trainings u re and at least annually. Attestations of understanding and a ommitment to comply accompany the trainings. MMA and entene must keep records of these trainings, which may be equested by the Third Party Monitor for verification of compliance. e trainings are in addition to the Political Reform Act ethics rainings and Form 700 filings required of Designated Employees. .A haommitted to updating certain of its Human Resources umentation as they relate to the Contract and the CAP. A ust keep records of these documents, which may be requested by he Third Party Monitor for verification of compliance. n an annual basis MMA and Centene will provide he Third arty nitorith attestations heir compliance with the CAP. Thidarty nitorill verify compliance ith AP equirements via the request universe and a pull and review of random or other mples appropriate dditionally, biennially the CAP will be reviewed to determine hether amendments are necessry due to applicable material hanges. A is undertaking a separate commitment that any material hanges to its training program will be reported to the HCSppointed irdarty Mtor for review. In this manner, HCS or the irdarty Mtor ma determine whether any such hanges weaken the training and awareness platform in such a anner that it is no longer tisfactorilyesigned to prevent uthorized access to information or to educate employees egarding OIs A’sompliance with the tmely reporting of aterial changes is o be onfirmed in tsnnual attestation of ompliance with this CAP. �9 olicies and Procedures .s part of the CAP, MMAnd Centene will maintain their espective existing CAPelated policies and other documentati s further described below, and create and maintain new APelated policies and other documentation as needed. IX. agellan, MMA, and Other Organizations’ Obligations e able belowncludes a summary of the various CAP obligations that apply to Magelln, A, Cen

38 tene, andorhe Thirdarty Monitor. These
tene, andorhe Thirdarty Monitor. These obligations are summarized below for HCS’s convenience and reference, and includes crosseferences to the specific citation within hsAP that eshe particular obligation. ble 1. CAP Compiance Requirements APMPLIANCE QUIREMENTS APEMENT QUIREMENT TAIL PORT RMAT QUENCY ERSIGHT MA Requirements pplication and ata Monitoring TPM.1) eekly determination of nd, as needed, research into ible policy violations APelevant applications, n a format to be determined ith DHCShere ndicated, implementation of orrective actions. ee CAP P. 16 e Thirdarty tor on a weekly sis will determine ential policy olations, .g. nappropriateccess to ta in a CAPelated pplication. epending on the ential policy olation, the Third arty Monitor may esearch the issue to termine whether an ctual policy violation curred and if so, how t has or will be orrected. D n a weekl basis, t irdarty Monitor ill determine hether here have been icy olations nd provide monthly report to HCS. e Thirdarty Monitor will ovide DHCS with a onthly report of the pplication and data onitoring, including ential poicy violations, esearch into those potential icy violations, and the atus of or recommendation egarding corrective actions. loyee aining MMA.1) oyee training regarding CI and COI esponsibilities ee CAP P. 23 ithin onrter of AP approval, gellan’s existing ode of Conduct raining content will be stered (for use at the xt regularly heduled training nterval) to include cific references to eal or apparent OCIs nd COIs and how to ddress those concerns .g.eporting to A to keep ecords of mployee training ompletion and nnually atest to he completion of he training by ligible employees as defined by the rties); format of raining records to determined by A; annual ew employees: ithin 30 days of hire isting employees: nnually l employees: ad hoc n event of material hanges A to provide the Third arty Monitor with an annual ttestation of ompletion of mployee training and aintain proof of training to ovide upon request. nnually, t Thirdarty nitor will request a verse, pull a random or her s

39 ample, as appropriate, nd verify MMA

ample, as appropriate, nd verify MMA’s ompliance with the equirement. e Third arty Monitor to include in APMPLIANCE QUIREMENTS APEMENT QUIREMENT TAIL PORT RMAT QUENCY ERSIGHT riors, Compliance, R, etc. dditionally, esignated Employee r the olitical eform Act ust also imely omplete the PPC ethics training, s applicable ttestation form is n Appendix ts annual report to DHCS egarding MMA’s CAP ompliance. A will provide the irdarty Monitor with imel notice of planned and equired updates to the raining as they relate to CIs and COIs. In the event aterial changes to OCI and OI training elements are equired, the parties will onsult with MMA and eview the content to ensure t is consistent withhe letter nd the spirit of the CAP. Thirdarty Monitor will nclude any changes in this rea in its annual report to HCS regarding MMA’s AP compliance. loyee wareness MMA.2) onduct periodic employee wareness campaign egarding OCIs andOIs ee CAP P onduct periodic but at east (1) nnual mployee awareness ampaign regarding OIs and OCIs, ncluding how to spot hem, what to do, and ho to reach out to for ssistance or report. wareness campaigns re up to the discretion MMA and can A to keep ecords of mployee wareness ampaigns and nnually attest to he copletion of t least one1) ampaign; format campaign to be termined by A; annual t least one1)nnual mployee awareness ampaign A to provide the Third arty Monitor with an annual ttestation of ompleton of t least one (1) mployee wareness campaign and aintain proof of t ampaigno provide upon equest. Thirdarty nitor ayrify MMA’s ompliance with the equirement. e Third arty Monitor to include in APMPLIANCE QUIREMENTS APEMENT QUIREMENT TAIL PORT RMAT QUENCY ERSIGHT nclude, for example, nclusion in the annual ompliance Week ctivities or ommunications via mail, Intranet, office ings, newsletters, nd other eda ttestation form is n Appendix ts annual report to DHCS egrding MMA’s CAP ompliance. loyee ttestation MMA.3) mplement an attestation egarding an employee’s ertification of compliance ith applicable ract equirements ee CAP .

40 23 n addition to the Form iling equire
23 n addition to the Form iling equirements esinated oyeeunder the olitical Reform Act n ttestation is quired of new mployees working on he Contract, and nnually of all existing mployees working on he Contract. This equirement may be tisfied through new mployee and annual rainin confirmation compliance with pplicable Cract equirements. In ddition, in the event n employee working he Contract ransfers to working for Centenewned alifornia MCP, such mployee will sign a A to keep ecords of mployee ttestations nd nnually attest to ts compliance with he requirement; nnual attestation orm is in ppendix ew ontract mployees: within 30 ys of hire isting ontract mployees: annually ll ontract mployees: specific ttestation, offer letter, similar document in he event such an mployee transfers to orking for a Centene nedalifornia MCP n addition to Form 700 equirements to provide the Third arty Monitor with an annual ttestation of ompletion of mployee ttestationsnd aintain proof of ttestations o provide upon request. irdarty Monitor will equest a universe, pull a andom or other sample, as ppropriae, and verify A’s compliance with the equirement. e Third arty Monitor to include in ts annual report to DHCS egarding MMA’s CAP ompliance. APMPLIANCE QUIREMENTS APEMENT QUIREMENT TAIL PORT RMAT QUENCY ERSIGHT cific attestation, fer letter, or simlar ument regarding wareness of the equirement regarding ppropriate use and sclosure of nformation to which he employee had ccess in their prior oleesignated oyeeunder the olitical Reform ct ustlso timely omplete their final om 700 filing and omply with the “one ear ban” and the lifetime ban”. olicies and rocedures MMA.4) intain current ndwly equired policies and ocedures in furthernce of he CAP. ee CAP P. pplicable policies and ocedures are BD A to keep ecords of at least nnual review of pplicable policies nd procedures and nnually attest as o its compliance ith this equirement; nnual attestation orm is in ppndix t least annual review nd approval of pplicable policies and ocedures A to provide the Third arty Monitor

41 with an annual ttestation of ompliance
with an annual ttestation of ompliance ith thsicies and ocedures equirement nd aintain proof of cho ovide upon reqest. irdarty Monitor will equest a universe, pull a andom or other sample, as ppropriate, and verify A’s compliance with the equirement. e Third arty Monitor to include in ts annual report to DHCS � � � � � � � � � � � � � � � � � � APMPLIANCE QUIREMENTS APEMENT QUIREMENT TAIL PORT RMAT QUENCY ERSIGHT egarding MMA’s CAP ompliance. uma esources MMA.5) ithin one (1) quarter of AP approval, iplement an ganizationide addition to ontractpecific ob scriptions requiring all rsonnel working on the ontract to comply with all pplicable requirements, ncluding with respect to CIs and COIsnd add anguage and a reminder in rsonnel termination letters, f generally used, or herwise address such ssues in an exit survey or nterview format ee CAP PP. 25 A to continue its xisting annual, new mployee, and ad ho otocols regarding veying, assessing, nd reporting COIs to HCS via the Form otocols. ithin one1)rter cceptance CAP, R to implement: e inclusion of the greedCI and OI compliance anguage in all ontractecific ployee job scriptions ddition of agreed anguage egarding OCIs and OIs and a reminder to pplicable parting mployee their ontinuing duty to aintain idential formation in ermination letters, if enerally used, or herwise aress such atters in an exit A to utilize xisting job scription emplate and ermination letter exit survey. A to ttest nnually s to its compliance ith the job description nd termination etter/survey languag equirements. A to provide the Third arty Monitor with an annual ttestation of ts compliance ith this requirement,nd aintain proof of cho ovide upon request. irdarty Monitor will equest a universe, pull a andom or other sampleas ppropriate, and verify A’s compliance with the equirement. e Third arty Monitor to include in ts annual report to DHCS egarding MMA’s CAP ompliance. � � � � � � � � � � � � APMPLIANCE QUIREMENTS

42 APEMENT QUIREMENT TAIL PORT RMAT QUENCY
APEMENT QUIREMENT TAIL PORT RMAT QUENCY ERSIGHT vey or interview ormat. entene Requirements loyee aining CNC.1) oyee training regarding CI and COI esponsibilities ee CAP P. 24 entene’s existing ode of Conduct raining content will be stered as applicable for use at the next egularlycheduled raining interval) to nclude specific eferences to real or pparent OCIs and OIs and to ddress those concerns, .g.eporting to riors, Compliance, R, etc. entene to keep ecords of mployee training ompletion and nnually attest to he completion of he training by ligible employees; ormat of training ecords to be termid by entene; annual ttestation form is n Appendix ew employees: ithin 30 days of hire isting employees: nnually ll employees: ad hoc n event of material hanges enteneo provide the irdarty Monitor with an nnual attestation of omplince with mployee raining and maintain proof training to provide upon equest. Thirdarty nitor will request a verse, pull a random or her sample, as appropriate, nd verify entenes ompliance with the equirement. e Third arty Montor to include in ts annual report to DHCS egarding entenes CAP ompliance. enteneill provide the irdarty Monitor with imely notice of planned and equired updates to the raining as they relate to CIs and COIs. In the event aterial changeso OCI and OI training elements are equired, the parties will onsult with entenend eview the content to ensure t is consistent with the letter nd the spirit of the CAP. � � � � � � APMPLIANCE QUIREMENTS APEMENT QUIREMENT TAIL PORT RMAT QUENCY ERSIGHT Thirdarty Monitor will nclude any changes in this rea in its annual eport to HCS regarding entenes AP compliance. loyee wareness CNC.2) onduct periodic employee wareness campaigns egarding OCIs and COIs ee CAP P. onduct periodic but t least (1) nnual mployee awareness ampaign regarding OIs nd OCIs, ncluding how to spot hem, what to do, and ho to reach out to for ssistance or report. wareness campaigns re up to the scretion of Centene nd can include, for xample, inclusion in he annual ompliance Week ctivities or

43 ommunications a mail, Intranet, office
ommunications a mail, Intranet, office ings, newsletters, nd other eda entene to keep ecords of mployee wareness ampaigns and nnually attest to he completion of t least one 1) ampaign; format campaign to be termined by entene; annual ttestatiorm is n Appendix t least one1)nnual mployee awareness ampaign enteneo provide the irdarty Monitor with an nnual attestation of ompliance with the mployee wareness ampaignequirementnd aintain proof of t ampaigno provid upon equest. Thirdarty nitor ayrify entenes compliance with he requirement. Third arty Monitor to include in ts annual report to DHCS egarding entenes CAP ompliance. loyee ttestation CNC.3) mplement r maintain an xiing ttestation regarding n employee’s certification compliance with pplicable ompliance equirements equired of new mployees, and nnually of all mployees. This equirement may be tisfied through new mployee and annual entene to keep ecords of mployee ttestations nd nnually attest to ts compliance with he rquirement; ew employees: ithin 30 days of hire isting employees: nnually enteneo provide the irdarty Monitor with an nnual attestation omplianceith the mployee ttestation equirementnd maiain oof of ttestationso � � � � � � � � � � � � APMPLIANCE QUIREMENTS APEMENT QUIREMENT TAIL PORT RMAT QUENCY ERSIGHT ee CAP P. raing confirmation compliance with pplicable ompliance equirements. In ddition, in the event n employee working he Contract ransfers to working for Centenewned P, such employee ill sign a specific ttestation, offer letter, similar ument egarding awareness of he requirements egarding appropriate and disclosure of nformation to which he employee had ccess in their prior ole. nnual attestation orm is in ppendix ovide upon request. irdarty Monitor will equest a universe, pull a andom or other sample, as ppropriate, and verify entenes compliance with he requirement. Third arty Monitor to include in ts annual rport to DHCS egarding entenes CAP ompliance. �C�A�P�C�O�M�P�L�I�A�N�C�E� �R�E&#

44 0;Q�U�I�R�E�M�E�N&#
0;Q�U�I�R�E�M�E�N�T�S� �C�A�P�E�L�E�M�E�N�T� �R�E�Q�U�I�R�E�M�E�N�T� �D�E�T�A�I�L� �R�E�P�O�R�T� . onompliance with the AP 1. ndividuals s noted above, MMA maintains a Human Resources policy and procedure, which describes the ential disciplinary action that may be taken against individuals hre found not to have complied ith applicable compliance requirements, including but not limited to the CAP. The policy details the ange of potential disciplinary measures, up to and including termination of employment. 2. A n the event of nonomplance with the CAPy MMA and/or CenteneDHCS may avail itself of he rights and remedies applicable to such nonompliance provided for in the Contractgainst MMA, o and includingontractermination . onclusion e principles and avoidance measurein this CAPncluding administrative separation, echnologicalafeguards for the protection of information, effective employee training and awareness, nd independent reviewill successfully guard against and avoid eal and apparent onflicttween and Centenened MCPs ndcialty pharmacies.A will employ these measures to avoid utralize mitigate any CIs and COIsnd to ensure that all Confidential Information is handled and ccessed in accordance with the Medial Rx Contract.n he event of a change in facts or circumstances hat could give rise to a real or apparent CI or COIMMA will make prompt disclosure to DHCS nd/or he Third Party Monitor nd take any additional measures necessary to ensure MMA’s freedom from CIs nd CIsor the life of the Medial Rx Contract. PPENDIX A nnual CAP Attestation Form Template MA onflict Avoidance Plan Annual Attestation n behalf of MMA, Centene, and all of their affiliates, as applicable, attest that, to the best of my knowlede and lief, all Conflict Avoidance Plan (“CAP”) compliance requirements detailed and checked below are accurate and omplete as of the date of my signature. EQUIREMENT �… pplication and Data o CAPelated material changes have been made to the ince application and data systems, they hav

45 e been timely reported to the Thirdarty
e been timely reported to the Thirdarty Monitor and/or DHCS, as applicable. �… mployee Training and Attestation ll eligible employees, as defined in the CAP, timely completed Code of Conduct training and he raining attestation at the required frequency. Records of the training and attestation ompletion are available for verification upon request. �… esignated Employees Training and Form 700 Filing ll Designated Employees timely completed their Political Rform Act obligations, including t not limited to ethics training and Form 700 filing, as applicable.ecords of the training and ttestation completion are available for verification upon request. �… mployee Awareness Campaign t least one (1) employeewareness campaign was conducted that focused on awareness of and ompliance with applicable requirements regarding conflicts of interest and organizational onflicts of interest. Records of the employee awareness campaign are available for verification on request. �… olicies and Procedures ll CAPelated policies and procedures, as defined by the CAP, were reviewed and approved r the applicable review and approval process. No material changes were made, or they have en timely reported to the Thir d arty Monitor and/or DHCS, as applicable. Required new APelated policies and procedures have been timely reported to the Thirdarty Monitor nd/or DHCS, as applicable. �… uman Resources o material changes have been made to the CAPelated employmnt documentation or they ve been timely reported to the Thirdarty Monitor and/or DHCS, as applicable. �… aterial Changes o reportable CAPelated material changes have occurred, or they have been timely reported o the Thirdarty Monitor and/or DHS, as applicable. �… entene Requirements ll Centene CAP requirements have been met or, if not, ve been timely reported to the Third ty Monitor and/or DHCS, as applicable. Records of compliance are available for erification upon request. R, with espect to any area above not attested to: �… ease provide dtail. rinted Name___________________ itle_______________________ ignature____________________________ ate__________