Structure and Shareholder Involvement

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Well Health is licensed and managed in the Cayman Islands to reinsure risks from the issuing insurance company, Berkley Accident & Health, which is licensed and provides coverage in the United States.

The strength of Well Health lies in participation by all the Shareholders. Well Health provides the members the ability to share ideas relative to health risk management and cost containment. The networking with other like-minded members helps each group gain control of their overall cost. These opportunities come at annual Board Meetings, Workshops and online Webinars that are held throughout each year.

Well Health requires that each shareholder also appoint a director to the Well Health Board of Directors. Every shareholder, regardless of premium size, has one vote and a simple majority governs. Well Health shareholder responsibilities include controlling losses, participating in Board Meetings, and educating other high quality companies about the captive concept. Management strength lies in a strong committee structure and the individual involvement of all Directors during meetings held both in the Cayman Islands and other locations outside the United States. Presently, the committees and their primary responsibilities are:

Finance

Advises the Board of Directors on all policies for investment of the Company’s assets and to ensure that there is compliance with the approved policies. In additional function is to ensure that financial information is being fairly and accurately reported to the Board of Directors and, where applicable, is in compliance with generally accepted accounting practices. Finally, the Committee also looks for ways to optimize healthcare spend with positive measurable returns for members, which can be used to improve their businesses.

Member Development

Advises the Board of Directors on program structure, including the scope of risks to be assumed, and will help to ensure that the assumed risks are adequately underwritten. The authority of the Member Development Committee will be limited to that expressly granted by the Articles of Association and by resolutions adopted by the Board of Directors. The committee will help drive ideas to invite and welcome like-minded members who embrace shared ownership and joint accountability.

Health Risk Management

Prepares reports for presentation to the Board of Directors on the overall status of the Company from a Health Risk Management standpoint, including detailed reports where necessary. Periodically reviews the Health Risk Management goals of the Company and make recommendations to the Board of Directors on those needing revision. Periodically reviews the shareholder insureds’ satisfaction with the wellness initiative services and claims management services provided to the shareholder insureds. The committee will drive frequent and high quality interaction for continuous improvement of members healthcare programs.