Optional_2023 Board Resources

Question: What would a conflict management plan look like to effectively address her conflicts? The purpose of a conflicts management plan (the “Plan”) would be to monitor the performance of the CFO with respect to the potential for conflicts of interest to arise in the performance of her duties—and resolve those conflicts to the extent possible. The basic elements of the Plan would include, but would not be limited to, the following: • Direct supervision by the General Counsel and the Compliance Officer, who would be able to seek the advice of outside advisors on matters relating to the conflicts issues; • Periodic reporting by the General Counsel and the Compliance Officer on the progress of the Plan to the appropriate committee of the St. James board; • Specific provisions in Ms. Moneypenny’s employment agreement obligating her to a higher standard with respect to the prompt disclosure of actual or apparent conflicts; • Including provisions in Ms. Moneypenny employment agreement relating to satisfaction of this higher standard, her evaluation and compensation, and the continuation of her employment status; • A mechanism (e.g. hotline) intended to alert the CFO, the General Counsel, the Compliance Officer, the CEO, and other interested parties of circumstances likely to arise in the future that could give rise to an actual or apparent conflict; and • A series of options, including but not limited to CFO recusal or the receipt of confirming or supporting opinions of outside advisors, to evaluate the performance of NW Capital and/or Castlight Health during the contract term and at renewal.