Bangor Nursing & Rehabilitation Center

“The sole Member of the Corporation shall be Covenant Health, Inc., a Massachusetts nonprofit corporation.”

“The Bylaws of the Bangor Nursing & Rehabilitation Center (the "Corporation") state that Covenant Health, Inc., as the sole corporate member, retains the following powers over the Corporation's Board of Directors: 1. To elect the Directors of the Corporation and to remove them with or without cause. 2. To appoint and remove the President of the Corporation, including a President secured by management contract. The Member may remove the President at any time. 3. To ratify the Board of Directors' election of the Chair of the Board of Directors., as well as other officers as is applicable. 4. The Member may fix the maximum and minimum number of directors able to serve on the Corporation's board. However, the Member may not reduce the total number of directors to less than five or greater than fifteen. 5. The Member may fill any vacancy on the Board of Directors.”

“The Bylaws of the Bangor Nursing & Rehabilitation Center (the "Corporation") state that Covenant Health, Inc., as the sole corporate member, retains the following powers over the Corporation's governance decisions and operations: 1. To approve any changes in the Corporation's mission statement or philosophy of the Corporation, or of any of its subsidiaries. 2. To amend or repeal the Corporation's governing documents, articles of incorporation, and bylaws. 3. To approve or reject all plans of merger, consolidation, reorganization, or dissolution of the Corporation or any subsidiary of the corporation; and to approve or reject all transfers, sales, or transactions impacting substantially all of the assets of the Corporation or any subsidiary of the Corporation. 4. To approve or reject any purchases, acquisitions, joint ventures, partnerships, or creations of new subsidiaries representing a 25% or more voting power. 5. To approve or reject the acquisition, sale, or encumbrance by the Corporation or any subsidiary of any real estate valued in excess of the amount set by the Member in writing from time to time. 6. To approve all long-range strategic plans of the Corporation. 7. To approve all capital budgets and non-budgeted expenses in excess of previously set amounts, and to approve the operating budget. 8. To approve the debt of the Corporation not part of the approved budget and that exceeds limits previously set by the Member. 9. To appoint the auditors of the Corporation and any subsidiary. 10. To approve the sale, assignment, or transfer of any subsidiary interest. 11. To approve any reclassification of any capital stock, equity, or security of any subsidiary of the Corporation. 12. To approve the issuance of or creation of any obligation to issue equity securities of any subsidiary.”

“The Form 990 is provided to the governing body for their review and approval prior to filing.”

“This process is the responsibility of the Compliance Officer. A conflict of interest disclosure form is submitted to all leadership, board members, board committee members, employed physicians, medical directors and certain employees in key positions annually to be completed. Reminders are sent to all persons of interest to ensure that all conflict of interest disclosure forms are completed and collected.”

“Any compensation paid to the trustees, directors, officers or key employees of the Organization is subject to the oversight and decisions of Covenant Health, a related tax-exempt organization. Every two-to-three years the Compensation Committee of the Covenant Health Board of Directors engages an external consultant to provide competitive market data from various survey sources, which is then used to develop recommendations for changes to the compensation program. Since 2003, the Compensation Committee has engaged a human resources consultant to conduct this analysis. Objectives of the analysis are to assess the compositeness of the total cash compensation levels of the senior leadership team, develop market based competitive salary ranges for all executive positions, and ensure that the annual incentive opportunities, if there are any, are competitive and reasonable.”

“The Organization's Form 990, governing documents, conflict of interest policy, and financial statements are made available to the public upon request. The Organization's parent organization, Covenant Health, Inc., also makes its 990 available at the following web address: https://covenanthealth.net/financials/”

“Contract labor - medical services: Program service expenses 327,882. Management and general expenses 0. Fundraising expenses 0. Total expenses 327,882. Contract labor - consulting: Program service expenses 305,156. Management and general expenses 0. Fundraising expenses 0. Total expenses 305,156. Contract labor - administration and maintenance: Program service expenses 360,020. Management and general expenses 0. Fundraising expenses 0. Total expenses 360,020.”

“The audit process has not changed since the prior year.”