Governing Board Membership Policy

Governing Board Membership Policy 1.0. Purpose The purpose of this Governing Board Membership Policy (this “Policy”) is to delineate the criteria for membership on the Governing Board (the “Board”) of Opal. 2.0. Board composition The Board will consist of 13 Members plus a nonvoting Chair. Seats will be filled by both individuals and organizations. Organizations will assign one Representative and may assign one Alternate to each seat. In the event that a Board Member (or Representative) is unable to fulfill his/her role, a new Board Member will be selected as a replacement.1 Although the final composition of the Board will be based on the quality and diversity of potential Members, the Board is planned to comprise: • Three to four investing donor representatives. • Three to four implementing organizations. • Three to four technical experts from the digital health product development field. • One to two globally recognized leaders who are considered to have a key role in contributing to the longer-term vision for Opal. PATH will act as Chair of the Board. Each Member will be allotted one vote, other than the Chair, whose role is ex officio and does not include voting rights, except in the instance of a tie. 3.0. Member selection criteria 3.1. Commitment—Availability and commitment to contribute time, including, at minimum, attendance at three Board meetings a year (two phone, with option to attend in person, and one in person), three reading days a year, and ad hoc meetings and virtual communication as needed. 3.2. Influence—Recognized leadership in digital health or related field with the understanding and knowledge required to shape the overall strategic direction for Opal. 3.3. Personal commitment—In-depth understanding of and personal commitment to Opal’s goals. 3.4. Expertise—In-depth knowledge of health, health systems, digital technologies, digital health, international health and development, and/or development financing issues. 3.5. Willingness to advocate—Ability and enthusiasm to act as an ambassador and advocate for Opal and to represent Opal at the highest levels, including proactively engaging in fundraising efforts and using connections to garner additional financial support for Opal. 1 To be selected by Board, Chair, and Director.

3.6. Leadership—Experience serving in partnerships and on governing bodies with an ability and capacity to network effectively and broadly. Strong leadership and management skills and a facilitative and consultative approach. 3.7. Judgment—High-level judgment in complex situations and acute analytical skills. 3.8. Conflict of interest—Ability and willingness to abide by Opal’s Conflict of Interest and Recusal Policy. 4.0. Member selection process 4.1. List of candidates—The Opal management team, with guidance from the Director, existing Board Members, Chair, and other stakeholders, will prepare a list of individuals who meet the eligibility criteria for Board membership. 4.2. Selection—The existing Board Members, Director, and Chair will recruit Board Members who are willing to fulfill the expectations of membership on the Board. 5.0. Membership 5.1. Designation of seats—The Board’s 13 seats will be filled by the following stakeholders: implementing organizations, donor agencies and foundations, technical experts from digital health product development, and individuals. Members may serve in one of three capacities: as an individual, as a Representative of their organization, or in a dual capacity—as individuals and as representatives of their organization. Members will be chosen both for their individual expertise and leadership qualities and for their ability to represent the interests of stakeholders. For this reason, should a Member change organizational affiliation or shift positions or portfolios within his/her organization, the Board Chair has the right to ask for that Member’s resignation in order to maintain the intended balance of representation on the Board. 5.2. Member Organizations—For seats filled by organizations, the organization will be responsible for appointing an individual to serve as its Representative on the Board, as well as an Alternate. The Representative must have the capacity and authority to represent the Member Organization in discussions and decision-making. Each Member Organization may change its Representative at its own discretion; however, the Member Organization is required to notify the Board Chair at least four weeks in advance. 5.3. Individual Members—If a Member is an individual, he/she may appoint a proxy, approved by the Chair and the Director. Individual Members should complete terms of two years, but if they must leave the Board, they are required to notify the Board Chair at least four weeks in advance. 5.4. Individual Member affiliation—Individual Members are chosen for their individual expertise and leadership qualities and for their ability to represent the interests of stakeholders. For this reason, should an Individual Member change organizational affiliation or shift positions or portfolios within their organization, the Board Chair has the right to ask for that Member’s resignation in order to maintain the intended balance of representation on the Board. 6.0. Terms 6.1. Length of term—The Member term is two years in duration (or the project end, whichever is earlier). This term is eligible for renewal one time for one year, for a total of up to three years of service per Member. 6.2. Renewal of term—Member terms are renewed by reelection by a majority current Board Members. 7.0. Member expectations 7.1. Responsibilities—All Members must commit to acting as the critical point of connection between Opal and the institution, organization, or sector they represent. Members are charged with bringing the perspectives and concerns of their organization and/or associated stakeholders to bear in Board discussions. They must be willing to act as ambassadors and advocates for Opal and to represent Opal at the highest levels. 7.2. Attendance—Members are required to attend all web-conference and in-person meetings of the Board. Attendance will be kept with the meeting minutes. 7.3. Alternates—Board Members may send their Alternate to participate in their absence. If neither the Member nor the Alternate is available, a proxy may participate, with three days’ prior written notice and approval from the Chair. 7.4. Act in good faith—Subject to their respective roles, Members will act in good faith in the best interests of Opal. 7.5. Conflict of interest—All Members will abide by Opal’s Conflict of Interest and Recusal Policy. 7.6. Fulfillment of obligations—A Board Member who does not fulfill his/her responsibilities as described in this Policy or misses two meetings without reasonable explanation will be asked by the Chair to resign. If the Board Member refuses to resign, a vote will be taken on the removal of the Member from the Board. 7.7. Resignation—A Member may resign at any time by giving notice in writing to the Chair and the Director at least four weeks in advance. If the resignee is an Organizational Member, his/her Alternate should fill the seat and the organization should appoint another Alternate. In the case of Individual Members, an individual will be nominated by the Chair, in consultation with and taking into account recommendation from the Board, to replace the resignee. An individual who is appointed midterm serves the remainder of the resignee’s term and is eligible to serve one additional two-year term. 8.0. Contact Lesley-Anne Long Director, Opal, PATH llong@path.org Governing Board Conflict of Interest and Recusal Policy 1.0. Purpose 1.1. Conflicts of interest—of varying degrees of significance or nature—may arise in the conduct of Opal’s operations. A conflict of interest in and of itself is not wrong and may not be unethical, but those involved in decision-making processes on behalf of Opal must take appropriate action to ensure disclosure of any actual, perceived, or potential conflicts of interest. As a result, Opal will be able to properly manage conflicts of interest and thus mitigate the operational and reputational risks inherent in such conflicts. 1.2. The purpose of this Conflict of Interest and Recusal Policy (this “Policy”) is therefore to protect the integrity and reputation of Opal’s decision-making processes, particularly in regard to the allocation and disbursement of resources, by establishing procedures to identify, evaluate, and address any actual, perceived, or potential conflicts that may arise. As a basic principle, such conflicts must be resolved in favor of Opal. Those involved in decision-making processes on behalf of Opal will be expected to abide by the provisions of this Policy. 2.0. Definitions 2.1. Board Member(s)—Any member of the Governing Board (the “Board”) (including alternate Board Members). 2.2. Family member(s)—A Board Member’s grandparents, parents/guardians, spouse/domestic partner, siblings, children/dependents, and/or grandchildren. 2.3. Conflict of interest—A situation where a Board Member has an actual, perceived, or potential organizational or financial/personal interest, as defined below, that may: • Affect the conduct of his/her duties and responsibilities with respect to Opal. • Create the perception that the Board Member is using his/her position in Opal for organizational or personal financial gain at the expense of Opal. 2.4. Organizational interest—An organizational interest arises when a Board Member is an officer, director, trustee, partner, or (negotiating to become) an employee of an entity that may benefit financially from a decision on which he/she would vote. 2.5. Financial/personal interest—A Board Member has a financial/personal interest when he/she or any family member may benefit financially or in any other significant way from a transaction or other financial arrangement between the initiative and an entity with which the Board Member has: • An ownership or investment interest. • A senior leadership or board member position (whether paid or unpaid). • A direct or indirect compensation arrangement, including through a business, investment, or family member, or in the form of substantial gifts or favors. • A potential in securing any of the above. 3.0. Conflict of interest established Members of the Board will not use their position of influence to secure any financial gain for themselves, their family members, or the organizations with which they are affiliated. There are several possibilities for determining whether an actual, perceived, or potential conflict exists: • A Board Member discloses that he/she has an actual, perceived, or potential conflict. • The Chair determines an actual, perceived, or potential conflict exists. • The Board determines an actual, perceived, or potential conflict exists. • The Peer Review Committee determines an actual, perceived, or potential conflict exists. 4.0. Categories of interest Interests can generally be categorized according to the following types: • Direct: A direct interest in any Board decision, policy, or contract may be established when a Board Member directly benefits from such decision, policy, or contract through an organizational or personal/financial interest. • Indirect: An indirect interest in any Board decision, policy, or contract may be established when a Board Member indirectly benefits from such decision, policy, or contract through an organizational or financial/personal interest. 5.0. Duty to disclose 5.1. A Board Member must disclose organizational and/or financial/personal interests and the nature of such interest when he/she becomes aware that a conflict exists, could be perceived to exist, or is likely to occur. Such risks should be disclosed in writing to the Chair and Director upon joining the Board (for preexisting conflicts), within one week of the Board Member being notified of the conflict of interest or before the next Board meeting, whichever comes first. 6.0. Recusal 6.1. Though Board Members bring their experience and affiliations to bear for the benefit of Opal, they should also recognize their fiduciary responsibility to put the interests of Opal before other interests when taking decisions on behalf of Opal. Concurrently, when discharging their duties, Board Members who represent organizations are not required to make decisions that conflict with the constitution, regulations, rules, and policies of the organization providing that Member to the Board. Therefore, participation in and disclosure of any actual, perceived, or potential conflict of interest relevant to a Board decision should be guided by the provisions of this Policy, with any such conflict identified and declared. 6.2. During the course of a Board meeting, a Board Member with an actual, perceived, or potential conflict of interest shall disclose the conflict to the Chair as soon as possible upon learning of the possible conflict of interest and in no event later than at the beginning of discussion of the pertinent agenda item. 6.3. It shall be the decision of the Chair, in consultation with the Director, to determine the scope and level of a conflicted Board Member’s participation in the discussion and the necessity of recusal from deliberation, motions, and voting given the type of interest disclosed. The minutes of the meeting shall reflect the conflicted Member’s disclosure and whether the conflicted Member participated in the discussion and/or abstained from voting. 7.0. Failure to disclose 7.1. Should any Board Member have reasonable cause to believe that another Board Member has failed to disclose an actual, perceived, or potential conflict of interest, he/she shall inform the Chair and the Director. The Board Member shall have an opportunity to explain the alleged failure to disclose. The reporting Board Member should have reasonable grounds for suspecting a violation and must do so in good faith. Knowingly reporting false or frivolous information is contrary to this Policy. 7.2. Failure to disclose or disputes over whether a conflict exists may be referred to the Board for resolution. Failure to disclose a personal interest by a Board Member who represents an organization shall be addressed in consultation with the organization providing that Member. 8.0. Contact Lesley-Anne Long Director, Opal, PATH llong@path.org