INTERNAL REGULATIONS OF THE MEDICAL CULTURE COMMITTEE

OF FLEURY S.A.

CNPJ/ME No. 60.840.055/0001-31

(Approved at the Executive Office Meeting,

held on July 29, 2021)

1. Purpose

  1. These Regulations ("Regulations") are designed to regulate the operation, responsibilities, powers and duties of the Medical Culture Committee ("Committee") of Fleury S.A. ("Company"), including the relationship between the Committee and other corporate bodies of the Company.
  2. These Regulations shall be read, construed and applied together with and in accordance with the provisions of the Company's Bylaws ("Bylaws") and Trust Code ("Trust Code"), as well as the legislation in force.

2. Mission

  1. The Committee is a strictly advisory body with technical functions, without decision-making or executive powers, subordinated to, and created for the purpose of advising, the Company's Executive Office ("Executive Office").
  2. The Committee aims to promote, disseminate and improve the Company's current and desired medical and health culture by training technical staff, including other activities and actions to ensure that the Company's medical knowledge is embedded, disseminated and enhanced in its business.
  3. In performing its duties and responsibilities, the Committee shall maintain an effective relationship with the members of the Executive Office and, when necessary or requested, with the members of Committees and of the Board of Directors, with internal and external independent auditors and, if installed, with the Fiscal Council.
  4. The function of each member of the Committee is nondelegable, and shall be exercised with impartiality, integrity, loyalty and diligence, always in pursuit of efficiency and respect for applicable laws and regulatory obligations, the provisions of the Company's Bylaws, other internal policies of the Company, these Regulations, and the best corporate governance and compliance practices.

3. Duties

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3.1. The Committee is responsible, among other responsibilities, to advise the Executive Office and, when necessary and requested by the Company's Board of Directors, for the matters listed below:

  1. to monitor medicine and health trends, and ensure that medical knowledge is duly embedded, disseminated and enhanced in the Company's business;
  2. to analyze current medical management and administration policies, processes and procedures with a view to ratifying their principles and provisions, adapting them when necessary;
  3. to recommend approval of the annual plan of indicators and targets for the short-term variable compensation of physicians through the
    Medical Excellence Program ("PMEX"), the medical executive office, including their appropriate verification at the end of each fiscal;
  4. to monitor and assess from time to time the adequacy of the conditions of the Long-Term Incentive Program for Physicians ("ILP"), and recommend any improvements, adjustments and corrections;
  5. to monitor the strategic indicators of medical and health management;
  6. to monitor the performance and development of medical leaders;
  7. to monitor the succession planning for key positions and encourage the formation of new medical leaders;
  8. to monitor and occasionally support decisions on the hiring, promotion, appointment and dismissal of senior physicians, masters and leaders in medical or health specialties in effect and, specifically, those incorporated through the Executive Office for New Relations;
  9. to keep track of and monitor evaluations of the current and desired organizational culture of the Company and its controlled persons, with special emphasis on the current medical culture and on how it should be transformed in the context of "New Relations", especially with regard to new medical specialties that are incorporated; and
  10. to advise the Executive Office in applying and complying with the aforementioned policies and in updating the management policies, procedures and tools related to the Committee's responsibilities, such as the Trust Code, Integrity Policy, and other corporate policies and

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topics that express the values underlying the Company's organizational culture; and

    1. to give an opinion on matters submitted to it by the Executive Office and/or Board of Directors, and on those it deems relevant within the context of its duties;
    2. to select, considering the medical culture aspect, potential candidates to be considered in the composition of future positions in the Company's Board of Directors and Committees; and
    3. to select, from among the clinical staff of acquired, controlled or invested companies, candidates eligible for the Medical Culture Committee.
  1. For effective performance of its functions, the Committee shall have operational autonomy and its own budget, within the limits approved by the Executive Office.
  2. The Committee shall inform, on a quarterly basis, the Executive Office and the People Committee, upon request, the activities carried out by the Committee in the period and the matters analyzed by its members.

4. Composition

4.1. The Committee shall be composed of, at least, three (3) members and, at most, eleven (11) members, appointed by the Executive Office, with a unified term of two (2) years, reelection being permitted, as follows:

  1. one (1) of them shall act as Coordinator ("Coordinator");
  2. one (1) of them shall act as Secretary ("Secretary");
  3. the Committee members shall be: (a) physicians of the Fleury Group;
    (b) members of the Executive Office; or (c) members of the Board of Directors;
  4. all members of the Committee shall hold equity interests in the Group, which represent, in the aggregate, an amount greater than one hundred thousand reais (R$ 100,000.00), to ensure the alignment of the interests between the Committee members and the Company shareholders;
  5. The equity interest may be in escalated form, with at least 50% of the value to be eligible, and the amount of one hundred thousand reais (R$ 100,000.00) shall be paid no later than 12 months after investiture;

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  1. Upon setup of the Committee, the Executive Office shall define the number of members and designate its Coordinator.
  2. The terms of office of Committee members who are directors or executive officers of the Company shall follow and be contingent upon their term on the Board of Directors or Executive Office, as applicable.

4.2. Except when expressly waived by a majority of the Executive Office, the Committee members shall fulfill the following requirements, and observe, to the extent necessary and as the case may be, the provisions in the Policy on Appointment of Members for the Board of Directors, its Advisory Committees and the Statutory Executive Office:

    1. to hold an academic background compatible with the Committee's duties, or a minimum professional experience in the discharge of duties similar to those to be performed during the term of office;
    2. to be aligned with and committed to the Company's values and culture, its Trust Code and its internal policies;
    3. to have an unblemished reputation;
    4. to be free from any conflict of interest with the Company, and not to participate in, be bound by, or benefit from, as an investor, shareholder, senior manager, consultant, director or otherwise, businesses or activities (i) directly or indirectly competing with those of the Company or (ii) whose performance in the sector or market would justify, at the discretion of the Company, greater care in sharing data or information;
    5. to be aligned with the Company's ethical principles and values, alongside diversity aspects, targeting at people with complementary skills qualified to cope with the Company's challenges; and
    6. to have availability for proper dedication to the function and discharge the responsibility undertaken, which goes beyond attendance at meetings and prior reading of documentation.
  1. The Committee members shall be invested in their offices by signing a deed of investiture, accepting their appointment and representing they received a copy of the minutes of the Executive Office meeting that appointed them and of these Regulations.
  2. In the event of permanent impairment or in other cases of vacancy on a Committee member office, the replacement shall be appointed by the Executive Office to complete the replaced member's term.

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  1. The Coordinator shall:
    1. represent, organize and coordinate the Committee's activities;
    2. call, install and chair the Committee's meetings;
    3. define the agenda of the Committee's meetings;
    4. represent the Committee in its relationship with the Company's management, and before other internal bodies and committees;
    5. sign, when applicable, communications, invitations, and reports;
    6. convene, on behalf of the Committee, attendees for the meetings;
    7. report to the Executive Office, the People Committee and the Board of Directors regarding the activities performed and matters evaluated by the Committee, subject to the provisions in item 4.5.1;
    8. comply and ensure compliance by third parties with these Regulations.

    4.5.1. The Committee Coordinator or, in his absence or impairment, another member appointed by him, accompanied by other Committee members, when necessary or convenient, shall:

    1. meet with the Executive Office, upon a call notice sent by the latter, at least on a quarterly basis, to report the Committee's activities, among other matters that may be deemed pertinent.
  2. The Secretary shall:
    1. provide assistance in the Committee's activities;
    2. assist the Coordinator in discharging his duties at the Committee meetings;
    3. assist the Coordinator in representing the Committee in its relationship with the Company's management, and before other internal bodies and committees; and
    4. comply and ensure compliance with these Regulations.

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Fleury SA published this content on 14 December 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 14 December 2022 13:45:01 UTC.