The Tivity HealthTM Board of Directors, which is elected by the shareholders, is the ultimate decision-making body of the Company except with respect to those matters reserved to the shareholders. The Tivity Health Board of Directors represents the shareholders’ interest in developing a successful business in improving well-being, enhancing business and human performance and reducing overall healthcare costs, including optimizing long-term financial returns. The Board is responsible for determining that the Corporation is managed in such a way to accomplish this result. This is an active, not a passive, responsibility. The Board has the responsibility to evaluate that Management is capably executing its responsibilities. The Board acts as an advisor and counselor to senior management. In addition to fulfilling its obligations for increased stockholder value, the Board has responsibility to Tivity Health customers and employees—all of whom are essential to a successful business.