Item 1B. Unresolved Staff Comments
ITEM
1B. UNRESOLVED STAFF COMMENTS.
None.
ITEM
1C. CYBERSECURITY
Cybersecurity
risks are a growing threat to us and other businesses, including our ERP and other third-party providers, which are vulnerable to cyberattacks,
malware, and other system failures that may result in unauthorized access, damage, and other harms to our business or reputation. Protecting
the confidentiality, integrity, and availability of our business information, intellectual property, customer, patient and employee data,
and technology systems is critical to our business and operations, ability to comply with regulatory requirements, and reputation.
Accordingly,
Cybersecurity is an important and integrated part of the Company’s enterprise risk management function that identifies, monitors,
and mitigates business, operational, and legal risks.
Accordingly,
we have established Cybersecurity standards, policies, and operating procedures, for the purpose of implementing information protection
processes and technologies; carrying out Cybersecurity risk detection, identification, assessment, response, and monitoring; assigning
responsibility within our organization for risk detection and oversight; implementing Cybersecurity training; governing internal communications
regarding Cybersecurity risks; and making required public and regulatory disclosures regarding Cybersecurity threats and incidents. We
oversee risks from Cybersecurity threats associated with our use of third-party service providers by requiring our vendors to agree that
they have and will maintain appropriate Cybersecurity controls, such as through standard contractual provisions, and by coordinating
with key vendors with respect to integration with our systems. Our Cybersecurity risk management program is based on the National Institute
of Standards and Technology (“NIST”) framework.
Key
components of our Cybersecurity risk management program include the use of third-party service providers, as appropriate, to assess,
test, or otherwise assist with aspects of our security processes. For example, we employed a third-party cyber risk consultant to assess
our overall Cybersecurity risk framework against NIST standards. We have also engaged third-party experts to perform penetration testing
of our IT systems, and we have considered the results of such tests to enhance our Cybersecurity systems and controls, as appropriate.
Our
management, including leaders from our IT, information security, legal, and compliance teams, is responsible for implementing our Cybersecurity
standards, policies, and operating procedures, under the ultimate oversight of our Chief Financial Officer. We regularly discuss and
assess Cybersecurity risks.
20
Our
Audit Committee assists our Board in overseeing Cybersecurity risk management and the integrity of our information technology systems,
processes, and data. Periodically, the Audit Committee reviews and discusses with management, and, in its discretion, third party vendors
or other external experts, the adequacy of security for our information technology systems, processes, and data; our incident response
and contingency plans in the event of a breakdown or security breach affecting the security of our information technology systems or
data or the information technology systems, processes, and data of our clients; and any new threats or incidents that have or may impact
us. The Audit Committee receives reports on the operation of such programs from the Chief Financial Officer as appropriate. The Audit
Committee also reviews management reports regarding the evolving threat environment, vulnerability assessments, and specific Cybersecurity
incidents. Periodically, the Audit Committee reports on Cybersecurity matters, incidents, and risk oversight to the Board.
Although
we have no t experienced a cyberattack or other Cybersecurity incident that has materially affected us, we cannot guarantee that we will
not experience Cybersecurity incidents that may have a material effect on us in the future. We may not be able to protect our systems
and networks, or the confidentiality of our confidential or other information (including personal information), from cyberattacks and
other unauthorized access, disclosure, and disruption.