Cha Management Services Inc.

“Organizational members Cambridge Public Health Commission d/b/a Cambridge Health Alliance is the sole corporate member of CHA Management Services Inc.”

“Election of the Board of Directors CAMBRIDGE PUBLIC HEALTH COMMISSION D/B/A Cambridge Health Alliance has the right to appoint, AND DOES APPOINT, members of the Board of Directors.”

“Decision approval Certain actions of the Board of Directors must be approved by CAMBRIDGE PUBLIC HEALTH COMMISSION D/B/A Cambridge Health Alliance (CHA), the organization's sole corporate member, as set forth in the bylaws, including adoption of the budget, any merger, consolidation, joint venture, or affiliation with the organization, any capital transaction, and incurrence of debt. CHA has authority to approve or deny any SUCH decision made by the organization's Board of Directors. Items can be recommended to the board of CHA or its committees for review and approval.”

“Form 990 review process CHA Management Services' Form 990 is prepared with the assistance of its outside tax accountants and paid preparer (PricewaterhouseCoopers). The organization's internal management and CHA employees reviewed the Form 990 and provided comments and changes. Once the return has been updated the FoRM 990 is presented for further review to each voting member of the governing body and the CHA Finance Committee. PricewaterhouseCoopers then finalizes the ForM 990 based on the review and feedback of the CHA Finance Committee. Copies of the completed Form 990 were distributed in electronic or paper form to members of the governing body prior to filing with the IRS.”

“Conflict of Interest Policy The organization regularly and consistently monitors and enforces compliance with the Conflict of Interest Policy with its officers and directors by annually surveying each such person and sharing the results with each group. Officers and directors are also given a copy of the Conflict of Interest Policy along with the annual survey and are reminded of their obligation to promptly report any new potential conflicts that arise. The compliance officer reviews the responses. If a conflict of interest is determined, the applicable individual is precluded from participating in deliberation on or decision-making regarding the topic giving rise to the conflict. Each conflict policy contains disciplinary provisions to address violations of the policy.”

“Document Retention and Destruction Policy The organization has an active Document Retention and Destruction Policy approved by Management. This policy has not been approved by the Board or a committee of the Board as of June 30, 2016.”

“Process for determining compensation the compensation committee of the board of trustees of the organization's sole member, cambridge public health commission d/b/a cambridge health alliance (cha), is the authorized body for reviewing the compensation of the cha ceo and other cha senior executives. The cha ceo or other cha senior executive serves or has served as the president of the organization. The committee relied upon comparability data obtained by an independent consultant when approving the ceo's 2015 compensation and discussed their findings with the cha board of trustees and documented their decisions in the board minutes. Form 990, part vi, line 15b: cha's compensation committee is the "authorized body" for reviewing compensation of all officers and key employees of cha and its subsidiaries, including the organization. The compensation committee also reviews all department chief compensation. The compensation committee consists of independent members and reviews and recommends compensation based on market data and benchmarks provided by independent consultants.”

“The governing documents, conflict of interest policy and financial statements are made available to the public either by mail or in person at the organization's office, depending on the form of request.”

“On November 1, 2011, Network Health, Inc. ("NHI") sold all assets and liabilities with the exception of NHI's 403b Retirement Savings Plan to Network Health, LLC, a subsidiary of Tufts Health Plan, for $130 million. In connection with the purchase and sale agreement, an "Earn-out Purchase Price" clause provides for additional consideration to be paid from the buyer to the seller based on future earnings of NHI LLC and will be in effect for three years. The ALliance received $20 million for the earn out in 2016. Prior to the date of sale, Network Health, Inc. (now named CHA Managememt Services, Inc.) operated Medicaid managed care plan and Commonwealth Care health insurance program pursuant to contracts with the Massachusetts Executive Office of Health and Human Services.”

“Mission CHA Management Services, Inc. is a wholly-owned subsidiary of the Cambridge Public Health Commission (CPHC), a public health system created by and existing pursuant to special act of the Massachusetts legislature. The organization receives and holds certain financial assets for its parent CPHC in furtherance of CPHC's mission. CPHC is the legal entity that is licensed to operate healthcare facilities and provide health related services to the communities it serves. FORM 990, PART VI, LINE 2: CERTAIN OFFICERS AND DIRECTORS ARE ALSO EMPLOYEES OF CAMBRIDGE PUBLIC HEALTH COMMISSION OR ITS OTHER WHOLLY-OWNED SUBSIDIARIES.”