Circle Company Inc

“The foundation is the sole member of circle. Effective april 1, 2018, mass general brigham incorporated (mass general brigham) became the sole member of the foundation. As a result the foundation and its affiliated entities became part of the comprehensive, integrated healthcare system organized and operated by mass general brigham that includes hospitals, physicians, charitable, scientific, educational, research and other mass general brigham affiliated organizations.”

“The directors are elected by the sole member (the foundation).”

“Circle's budget is approved by the foundation.”

“The form 990 was prepared and reviewed by the mass general brigham incorporated tax department. The secretary/treasurer reviewed and signed the form 990.”

“Conflict of interest policy for purposes of its annual tax filing, mass general brigham has an annual questionnaire process for obtaining information on interests that may give rise to conflicts from all officers, directors, trustees and key employees. In addition, in connection with mass general brigham's conflict of interest policy, the mass general brigham's office for interactions with industry and office of the general counsel work together to periodically distribute, collect and review disclosure statements from these individuals. The information on each such disclosure is reviewed by each individual's supervisor (who in the case of directors and trustees is deemed to consist of the chairman of the board and the entity's president/ceo, who review the disclosures with the assistance of the general counsel or attorney representatives of her office). Mass general brigham has a conflict of interest policy that applies to all entities in the system*, and which is designed to: (1) identify relationships and conduct that create either conflicts of interest or conflicts of commitment; (2) establish a system for disclosing and resolving potential conflicts; and (3) ensure that transactions are negotiated at arm's length and that payments are at fair market value. Under our policy, when a conflict arises, the individual associated with the outside entity in question must provide full disclosure and completely recuse him/herself from any institutional decision-making about the transaction. In appropriate circumstances, (i) the corporation must consider at least two alternative disinterested competitive proposals; or must determine that two such competitive proposals do not exist or that it would be impractical to elicit or consider such competitive proposals; and (ii) the corporation must determine that, notwithstanding the apparent conflict, the transaction is fair and reasonable to the corporation and is in the best interests of the corporation. A written record must be made of these determinations. Furthermore, transactions that present particularly significant conflicts are reviewed by an independent committee of mass general brigham, which review is also documented. Conflicts of commitment by the mass general brigham president and ceo are addressed by requiring outside activities to be approved by the mass general brigham board chair. * as institutions are added to mass general brigham incorporated there is a transition period.”

“Process for determining compensation the organization has a board level compensation committee that reviews and approves the compensation for all listed officers and key employees except the secretary. The committee is comprised of members of the board who are not employed by the organization, and no member may participate in the review and approval of compensation if the member has a conflict of interest with respect to that compensation arrangement. The committee relies on data, provided by an independent compensation consultant, which includes comparable compensation for similarly qualified persons, in functionally comparable positions, at similarly situated organizations. The deliberations and decisions of the committee are documented in minutes of the meeting. This review process occurs on an annual basis.”

“Public availability of financial statement and governing documents: the organization's governing documents are filed with the massachusetts secretary of state, all of which are open to public inspection. The organization's conflict of interest policy is available on the member's website at www.massgeneralbrigham.org.”

“Compensation is for professional services and not for services as officers. Circle does not have any employees; please see the mass general brigham incorporated & affiliates group return for compensation disclosures.”