Greater Rochester Community Health Foundation

“Trustees Ronald Poulin and Jeanette Poulin have a family relationship.”

“During the fiscal year, Frisbie Memorial Hospital and Frisbie Foundation, of which the Hospital is the sole member, had an interim CFO, James Hutchinson. Mr. Hutchinson was compensated through a consulting firm, Warbird Consulting Partners. However, this arrangement did not begin until March of 2019. Therefore, Mr. Hutchinson did not receive any compensation from the Hospital during the 2018 calendar year. The amount paid to Warbird Consulting Partners for Mr. Hutchinson's services for the period covering March, 2019, through September, 2019 (the end of each Organizations' tax year) was $274,064. Warbird was paid an additional $47,598 by Frisbie Memorial Hospital during this period to cover travel expenses and other discretionary fees incurred by Mr. Hutchinson while providing his services. In accordance with IRS instructions, as Mr. Hutchinson did not receive any compensation during the 2018 calendar year, the compensation he received for providing his services to Frisbie Memorial Hospital and the Foundation during the fiscal year filing period has been omitted from both Part VII and Schedule J of each Organizations' 2018 Form 990. The entirety of the compensation that Mr. Hutchinson received for his services, for the period covering March, 2019, through December, 2019, will be disclosed on each Organizations' 2019 Form 990, Part VII and Schedule J, for the Organizations' tax years ending September 30, 2020.”

“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 a copy is then made available to the board for review. 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.”

“Equity transfer to affiliates -880,000.”

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