Keystone Indemnity Company Ltd Co Strategic Risk Solutions

“The organization has a sole member (masonicare corporation).”

“Section a. In the course of carrying out the purposes of keystone, the board of directors of keystone shall refer certain reserved powers to its shareholder. The board of directors shall respect these controls in a fashion that respects the corporate integrity of keystone while promoting the purposes of its shareholder, as stated in its certificate of incorporation. Section b. The powers reserved for the shareholder shall include: 1. The prior approval of all amendments to keystone's certificate of incorporation and bylaws 2. The prior approval of keystone's mission statement and amendments thereto 3. The appointment of all keystone's directors and the right to remove such directors, provided that the authority to appoint or remove any cross director shall be reserved to the chairman of the board of trustees of the shareholder 4. The appointment of keystone's board chairman by the chairman of the board of trustees of the shareholder 5. The prior approval of any merger, consolidation, dissolution, acquisition of controlling interests in another entity, corporate affiliation and/or change of sponsorship of or involving keystone 6. The prior approval of any sale, donation or transfer of all or substantially all of the assets of keystone 7. The prior approval of the creation of any taxable or taxexempt subsidiary organization by keystone 8. The prior approval of all long range plans of keystone 9. The prior approval of any certificate of need requests and/or applications by keystone 10. The prior approval of keystone s annual budget, and the prior approval of all nonbudgeted expenditures cumulating in excess of three percent (3%) of keystone s approved annual budget 11. The retention of a certified public accountant to perform annual audits of the financial records of keystone 12. The prior approval of the written investment policy and investment managers of all significant investments of keystone 13. The prior approval of all written policies and procedures of keystone which are relevant to the mission, vision and values of the shareholder and/or keystone and 14. Such other powers as may be set forth in these bylaws. Section c. The shareholder's reserved right to give prior approval is in addition to and not in lieu of the right of the board of directors to review and approve the actions in question. Section d. The shareholder may exercise its reserve powers hereunder by executing and delivering to the chairman or secretary of keystone a written instrument or instruments, signed by an authorized officer of the shareholder, setting forth the action taken and the applicable corporate authorizations or directions from the shareholder. The action of the shareholder shall be deemed to have been taken on the dates that the written instruments are so delivered unless the instruments provide otherwise. The actions shall be filed in the corporate records of keystone.”

“All decisions of the governing body of the organization are subject to approval by the sole member (masonicare corporation).”

“Keystone indemnity company, ltd. Does not have any committees with authority to act on behalf of the governing body during the tax year.”

“The financial management of the parent organization, masonicare corporation reviews the form 990 tax return for completeness and accuracy. It is then reviewed by masonicare corporation's chief executive officer and chairman of the board. The tax return is brought for discussion before the organization's board. After responding to comments/questions, changes are made as appropriate and the return is finalized and filed.”

“Masonicare corporation (the parent) requires all voting board members to disclose conflicts of interest. The entire process is coordinated by the masonicare corporation's corporate compliance officer. All respondents are advised of their continuing duty to disclose any possible conflict of interest that may arise during the course of their service. Summaries of the conflict of interest disclosures are shared among all board members of masonicare corporation. Any officer or board member shall not make or second motions or vote (other than abstain) on matters if a conflict of interest exists, whether or not the officer or board member had an opportunity to make a written disclosure through the formalized process.”

“The organization makes form 990, its governing documents and financial statements available for public inspection upon request.”

“Actuarial fees: program service expenses 23,000. Management and general expenses 0. Fundraising expenses 0. Total expenses 23,000. Captive management fees: program service expenses 52,490. Management and general expenses 0. Fundraising expenses 0. Total expenses 52,490. Administrative services fees: program service expenses 2,100. Management and general expenses 0. Fundraising expenses 0. Total expenses 2,100. Other professional fees: program service expenses 20,000. Management and general expenses 0. Fundraising expenses 0. Total expenses 20,000. Other underwriting expenses: program service expenses 55,000. Management and general expenses 0. Fundraising expenses 0. Total expenses 55,000.”

“Change in reserves 386,315. Loss benefit adjustment -283,395.”

“The audit committee is responsible for oversight of the audit and selection of the independent accountant. The process has not changed from the prior year.”