Proposed Common Understandings & Next Steps for Strategic Alliance Update and next steps Presentation to MAPS Board of Directors November 30, 2016 Confidential

Board Strategic Retreat December 2015 Partnership Goals Gain administrative/operational efficiencies Strengthen relationships between individuals and their care teams to foster safe care Desired Partner Characteristics Not for profit alignment Collaborative Long term interest in strengthening relationships between individuals and their care teams to foster safe care Ability to build trust and maintain inclusive collaboration through sensitivity to real and perceived biases or conflicts of interest

Board Strategic Retreat December 2015 Deal Breakers Safe Care Everywhere cannot get lost Safety remains a priority Must maintain a continuum focus No perceived influence by one provider type or organization Need continued vitality of leadership engagement

Brief Timeline Early 2016 Summer 2016 Partner Identification: One organization, Stratis Health, selected for additional, exclusive exploration Joint Committee formation Summer 2016 June Joint Committee meeting: understand process, alliance options, each other’s mission & values Staff to staff meetings August Joint Committee meeting: Shared Vision, “Seamless devotion, and extended capacity, to achieve safe care everywhere”

The Realignment Spectrum Cooperation Coordination Full integration Confidential

Brief Timeline continued Fall 2016 November Joint Committee meeting: considered details in draft “Common Understandings” document, wrestled with integration vs. independence balance Staff to staff meeting: revised Common Understandings to reflect Joint Committee discussion and concerns. New org chart and financial pro forma. Next Steps: further refinement & discussion by MAPS Board, Final decision by both Stratis Health and MAPS January 2017

Common Understandings Vision for a durable alliance: Stratis Health and MAPS share a common vision for safe care everywhere and have a mutual interest in elevating the voice of patients in support of the vision for safer care The organizations will strive for seamless devotion and extended capacity to safe care everywhere The organizations will maintain and deepen community leadership, and streamline operational and administrative activities

Common Understandings, continued Governance Principles: Intention to maintain the brand identity, as well as the strong leadership and community engagement, of MAPS, while emphasizing the essential coordination between MAPS and Stratis Health Practice collaboration through frequent and intentional communication about strategy, tactics and partnerships; Coordinate strategic planning to amplify impact on creating safe care everywhere.  The organizations will remain as separate 501 c3s

Common Understandings, continued Governance Principles: The Parent/Subsidiary relationship is not intended to result in either organization having the power of decision-making over the other The MAPS board will continue to emphasize leadership engagement in its strategic planning and implementation: MAPS will plan and implement its annual budget, and carry its own assets and liabilities, but will be part of a consolidated financial statement of Stratis Health. The MAPS board will hire, supervise and evaluate the performance of its executive, in coordination with the Stratis Health CEO. MAPS board will propose its bylaws, governance policies, and procedures.

Common Understandings, continued Governance Agreement Both organizations commit to reserving a certain number of spots on their board for the other organization, and will develop policies and practices through which coordination shall occur Two voting positions on the Stratis Health board will be held by members of the MAPS board. The MAPS ED will hold an ex-officio position Three positions on the MAPS board will be voting members from Stratis Health, one of these positions will be the standing position held by the Stratis Health CEO

Common Understandings, continued Finances Key financial assumptions is that MAPS’ membership contributions will continue to support MAPS operations during at least the first two years of the parent/subsidiary relationship. Each MAPS founding and strategic partner has been asked to extend their annual membership fee commitment to MAPS for the coming two years. Stratis Health, as a founding partner of MAPS, is committed to maintaining its current financial commitment of $20,000 per year to MAPS for fiscal year 2017 and 2018

Common Understandings, continued Staff The MAPS Executive Director will continue to report to the MAPS board of directors, while also having a “dotted line” reporting to the Stratis Health CEO. Program Integration & Growth The MAPS Executive Director and staff will be in coordination with Stratis Health CEO and staff who will proactively identify opportunities to work with MAPS to improve administration, operations, and programs. Stratis Health and MAPS will pursue and grow future program opportunities to advance the vision of safe care everywhere; and to this end, MAPS and Stratis Health will work together to identify additional resources, both financial and human.

Common Understandings, continued Operations Stratis Health intends to create an environment for MAPS in which the administrative activities needed to support MAPS programmatic success are seamless and integrated, with the costs of such administrative support allocated or charged minimally, but in such a way to be compliant with Generally Accepted Accounting Principles. The intended outcome is that the MAPS staff can focus their time and attention on patient safety initiatives…

Common Understandings, continued Finances MAPS will continue to be a membership organization into the foreseeable future. In addition, Stratis Health will support MAPS to broaden its revenue base to include grants and contracts, …, anticipated after approximately a two-year transition time, In the event that MAPS membership contributions wane in calendar year 2017 or 2018, the MAPS board will draw upon its organizational reserves sufficient to subsidize MAPS operating expenses. In supporting MAPS’ ongoing success as a part of Stratis Health, the Stratis Health board shall be open to utilizing its reserves in support of MAPS, in keeping with its Reserves Policy. For example, part of Stratis Health’s Reserves Policy allows for an Opportunity Fund which provides resources for targeted growth and development; and MAPS will be part of the annual Opportunity Fund planning cycle.

Common Understandings, continued Actions to Take This agreement should be negotiated by the Joint Committees of both parties and brought forward to each board and their respective legal counsel for review and approval. Target date for approval: MAPS: January 2017 board meeting Stratis Health: January 2017 board meeting MAPS will amend their Articles of Incorporation to make Stratis Health the sole member of the organization within three months of both boards’ approval. The Governance Committee of MAPS and the Nominating Committee of Stratis Health will consider the impact of the proposed slate of director changes and each party’s board terms and coordinate with each other to develop a plan for board elections within three months of both boards’ approval

How will we know if we are successful? What are our desired strategic outcomes? Achieve better economies of scale for resources devoted to safety The patient voice is stronger within both organization The brands of both organizations will be stronger as it relates to safety Stakeholders & leaders across the continuum will be engaged in safety work MAPS will obtain programmatic and administrative infrastructure that meets its ambitions Feedback on the idea of a joint board task force to develop and review initial success metrics.

Questions for MAPS Board Do you support a strategic affiliation in the form of a parent/subsidiary organization as presented in the “Common Understandings” document? What are your concerns and hopes as we move forward?

Next Steps If MAPS Board affirms… Staff & consultants will finalize documents for approval by both boards. MAP for Nonprofits will develop motions for board’s approval in January based on revised Common Understandings. Each party will have their legal team review documentation in advance of the January board meeting  Plan for Board action MAPS, November & January Stratis, January