Greater Rochester Community Health Foundation

“The sole corporate member of the Foundation is Frisbie Memorial Hospital, a nonprofit New Hampshire corporation and a tax-exempt organization within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986. The Hospital shall be issued all three hundred (300) shares of the Foundation's common stock.”

“The board of directors shall be elected by majority vote of the board of trustees or president of the sole shareholder of the Foundation, Frisbie Memorial Hospital. Any director may be removed from office at any time by a vote of the shareholders holding at least two-thirds of the issued and outstanding shares of the Foundation.”

“The sole corporate member shall be entitled to one vote for each share of stock it owns on every matter to be voted on by the shareholders at any annual or special meeting of the shareholders of the corporation. The management, control, and operation of the affairs and properties of the Foundation shall vest and be in the board of directors of the Foundation, subject to any agreement which the board of directors enters with the shareholders and those powers reserved to the shareholders.”

“The Form 990 is prepared with the assistance of the Hospital's independent public accounting firm and is thoroughly reviewed by key financial staff. The CFO then reviews the 990 and brings it to the board for discussion and comment. After any questions are answered, the return is filed with the Internal Revenue Service.”

“In accordance with the written conflict of interest policy, the office of the President annually secures a signed copy of the Trustee/Officer Conflict of Interest Statement and maintains them on file.”

“The Foundation does not have any employees. However, the Foundation is represented and managed by employees and officers of its sole corporate member, Frisbie Memorial Hospital. Each year, the executive compensation committee comprised of four members of the Frisbie Memorial Hospital board reviews CEO performance and compensation. The VP of Human Resources presents the compensation committee with comparative salary and benefit data. Any senior management affiliated or providing services to the Foundation has their compensation also reviewed by the committee, but their compensation is ultimately determined by the Hospital's CEO. These review and substantiation measures are conducted by Frisbie Memorial Hospital, a related organization. Therefore, in accordance with IRS instructions Form 990, Part VI, Line 15a & 15b have been marked no.”

“The Foundation will provide its governing documents, financial statements, and conflict of interest policy upon request.”

“As Frisbie Memorial Hospital is the sole corporate member and parent organization of the Foundation, the Hospital's top management and top financial official are therefore the top management and top financial official of the Foundation. Nick Samilo, was the CFO of Frisbie Memorial Hospital through August 24, 2016. At the conclusion of his tenure, Steve Guimond served as interim-CFO on a subcontract basis until March of 2017 when Robert Cochrane was hired as Vice President of Finance & CFO. IRS instructions indicate that Part VII of Form 990 and Part II of Schedule J should report compensation information based on the calendar year falling within the reportable fiscal year. Accordingly, these sections have been prepared utilizing 2016 compensation information. As Mr. Samilo received compensation and benefits from the Hospital during 2016 as an officer, he is required to have his 2016 compensation disclosed. As his tenure with the organization terminated before the fiscal year covered by this return, he is being listed as a former officer of the organization. Similarly, as Mr. Cochrane did not begin his tenure with the organization until 2017, no compensation is being reported for him in Form 990, Part VII, or Schedule J, Part II. The Hospital's 2017 Form 990 will be the first year to report any compensation for Mr. Cochrane.”

“Purchased Services: Program service expenses 688,653. Management and general expenses 0. Fundraising expenses 0. Total expenses 688,653.”

“Equity Transfer to Affiliates -154,800.”

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