Longwood Medical Energy Collaborative Inc.

“The following groups of two or three individuals have business relationships with one another which arise from each set of individuals' mutual affiliation with one of LMEC's Member organizations: -- William Johnston, member of the Beth Israel Deaconess Medical Center, Inc. (BIDMC) governing board, Walter Armstrong, Senior Vice President, Capital Engineering and Facilities of BIDMC, and Elizabeth Gerlach, Deputy General Counsel of BIDMC (Ms. Gerlach serves as an alternate BIDMC representative to the LMEC governing board and may attend and vote at meetings in the absence of either of the directors appointed by BIDMC); -- G. Marshall Moriarty, member of Brigham & Women's Hospital, Inc. (BWH) governing board, Christopher Dunleavy, Senior Vice President and Chief Financial Officer of BWH, and John Pierro, Senior Vice President, Facilities and Operations of BWH; -- Stephen R. Karp, member of Children's Hospital's governing board and Michele Garvin, Senior Vice President and General Counsel of Children's Hospital; -- John O'Connor, member of Dana-Farber Cancer Institute, Inc. (DFCI) governing board, Dorothy Puhy, Executive VP and Chief Operating Officer of DFCI, and Maria Papola Megdal, Vice President, Facilities Management and Real Estate of DFCI (Ms. Papola Megdal serves as an alternate DFCI representative to the LMEC governing board and may attend and vote at meetings in the absence of either of the directors appointed by DFCI); and -- Douglas Garron, Managing Director of Energy and Facilities of Harvard University, and Peter Stroup, Director of Facilities of Harvard Univeristy.”

“The Members of the Organization are Beth Israel Deaconess Medical Center, Inc., Brigham and Women's Hospital, Inc., Children's Medical Center Corporation, Dana-Farber Cancer Institute, Inc., Joslin Diabetes Center, Inc., and President and Fellows of Harvard College. At any special or regular meeting the Members may increase the number of Members and elect new Members to complete the number so fixed by a vote of majority of the Members then in office; or they may decrease the number of Members, but only to eliminate vacancies caused by the resignation, removal, or disqualification of one or more Members. Membership in the Organization shall be limited to organizations that are exempt from federal income taxation pursuant to the provisions of Section 501(c)(3) of the Internal Revenue Code. Each Member shall continue to be a Member until it dissolves, resigns, is removed, or becomes disqualified.”

“LMEC has six Member Corporations, each of which is a corporation that is exempt from federal income taxation pursuant to the provisions of Section 501(c)(3) of the Internal Revenue Code. Under the LMEC bylaws, each corporate Member appoints two directors to sit on the LMEC Governing Board, one from such Member's senior management and the other from the Member's governing board (except that President and Fellows of Harvard College, "Harvard," may appoint an alternate in lieu of a Member of the Harvard governing board), and each corporate Member may appoint an alternate to attend and vote at meetings of the Board of Directors in the absence of either of the directors it appoints. The bylaws provide that the Directors appointed by each Member jointly have one vote, and in the event of any disagreement between such directors, the vote of such Member shall be disregarded. An appointed Director may be suspended or removed with or without cause by the Member that appointed such director.”

“The authority of the Directors to exercise the following powers is conditioned upon approval by two-thirds of the total of the Members: a. To add new Members b. To change capital call obligations of the Members, if any c. To refinance or approve any unbudgeted debt instruments, bonds, notes, or guarantees d. To enter into or renegotiate any mortgages on or security interest in the Corporation's real property or physical plant, except for those mortgages or material liens entered into pursuant to previously approved financings. e. To add new customers f. To change auditors g. To file for bankruptcy h. To employ or terminate employment of the chief executive officer or chief financial officer of the Corporation. i. To make material changes in the sale or repurchase of energy from third parties j. To approve or make material changes to any standard user contract In addition to these reserved powers, the Members shall have such other powers and rights as the Directors may designate.”

“The Form 990, prepared by an independent public accounting firm, is reviewed by the President of Longwood Medical Energy Collaborative, Inc. ("LMEC"). The complete Form 990 is presented to the Audit Committee of LMEC for review and discussion. A copy of the complete return is then provided to each member of the LMEC Board of Directors prior to submission to the Internal Revenue Service.”

“Longwood Medical Energy Collaborative, Inc. (LMEC) has a conflict of interest policy which establishes that directors, officers, and other necessary individuals have an ongoing duty to disclose the existence of financial interests which may result in a conflict of interest. To administer the conflict of interest policy, annually LMEC distributes a copy of the policy along with a conflict of interest form. The conflict of interest form must be returned by each such individual annually to affirm that he or she (i) has received a copy of the conflict of interest policy, (ii) has read and understands the policy, and (iii) has agreed to comply with the policy. Any activity that requires action under the conflict of interest policy is subject to review and action through the Board of Directors and the organization's general counsel. Pursuant to the conflict of interest policy, certain activities which could create conflicts of interest are prohibited while other types of relationships are permitted, subject to compliance with disclosure and recusal requirements.”

“During this period, LMEC retained a consultant to act as the Organization's President and CEO. That consultant previously provided legal advice to LMEC for an extensive period and was knowledgeable about the organization and its technical work. The compensation for the President and CEO was set at an amount that was lower than that of the previous President and CEO. The engagement of the new President and CEO was documented in an employment retention letter that was prepared by LMEC's outside employment counsel and was approved by the LMEC Executive Committee. During the period covered by this filing, LMEC did not have any other officers or key employees that merited a compensation review process.”

“The Organization makes its governing documents, conflict of interest policy, and financial statements available to the public upon request.”

“Director Compensation: A majority of the Organization's directors are compensated by related organizations, as they serve as representatives of the Organization's supported organizations. However, the compensation reported in Part VII of Form 990 does not represent compensation for the individuals' services in their capacity as officers or directors of Longwood Medical Energy Collaborative. Rather, this compensation reflects remuneration for services those individuals performed in their capacity as full-time employees of those related organizations.”

“Alternate Board Members The Organization is listing in Part VII, Section A two alternate board members. According to the bylaws, alternate board members may be appointed by certain Member organizations of LMEC to have the power to vote on all matters that come before the governing body in the absence of a board member from their respective organization.”

“Energy Conservation and Efficiency Services: Program service expenses 548,725. Management and general expenses 0. Fundraising expenses 0. Total expenses 548,725.”

“Oversight of Audit The Organization has an audit committee that performs general oversight of the audit process. The audit process has not changed from the prior year.”