Rhode Island Blood Center

“Line 1a except as provided by applicable state law, the articles of incorporation of the organization, or by further resolution of a majority of the board, the organization's executive committee may exercise the full authority of the board, as needed, between meetings of the board. Such executive committee is composed of the chairperson and vice-chairperson of the board, the president and five other trustees of the organization. In the event that any member of the executive committee ceases to be a trustee of the organization, his or her position on the executive committee shall be deemed vacant and shall be filled in accordance with the by-laws of the organization.”

“Charles reppucci is an officer of hinckley, allen & snyder llp. Stephen carlotti was a partner at hinckley, allen & snyder llp during the fiscal year. Fred macri is an officer or key employee of lifespan corporation and/or organizations that are ultimately controlled by lifespan corporation. Fred macri and joseph sweeney are employed by organizations that are ultimately controlled by lifespan corporation. In addition, joseph sweeney may be an officer or key employee of such employer organizations. Charles reppucci is a member of the governing body of care new england. Sandra coletta is an officer or key employee of care new england and/or an organization that is ultimately controlled by care new england. Lawrence smith is a member of the governing body of blood centers of america. Leslie martineau is employed by organizations that are ultimately controlled by charter care health partners. In addition, she may be an officer or key employee of such employer organizations.”

“Board trustees that are "hospital designees," distinguished from trustees at large, are appointed by non-governmental hospitals licensed in the state of rhode island that utilize blood banking services. Persons designated to serve as hospital designees of the organization shall be either employees of the designating hospital or members of the governing body of the designating hospital. Each hospital designee serves on the board for one year or until a successor is designated and has qualified. Trustees at large are appointed by the board. The number of such hospital designees and the number of other board members shall be as nearly equal in number as possible; provided, that the number of trustees at large shall not exceed the aggregate number of hospital designees.”

“The form 990 is distributed to the board of trustees of the organization prior to filing. In addition, the form 990 is reviewed and discussed by the organization's audit committee.”

“The organization annually distributes a conflict of interest disclosure questionnaire to all board members, officers, and high-level employees. A description of various types of potential conflicts is given and recipients are asked to disclose financial, professional, and personal conflicts, if any. Disclosures made by recipients are reviewed by management, including the board and outside counsel, as needed. When appropriate, the board may take further action to address the conflict, such as prohibiting a person with a conflict from voting on certain issues, or other appropriate measures deemed necessary to protect the best interests of the organization.”

“The board appoints a compensation committee comprised of three to five trustees, none of whom have a conflict of interest with respect to the discharge of their duties on behalf of the compensation committee. In the event that any member of the compensation committee ceases to be a trustee, his or her position on the compensation committee shall be deemed vacant and shall be filled in accordance with the by-laws of the organization. The compensation committee's duties include periodically reviewing the organization's executive compensation philosophy and plan and making recommendations as appropriate, annually recommending written performance goals and objectives for the president and chief executive officer, annually conducting a written performance review of the president and chief executive officer, annually establishing the president and chief executive officer's compensation (including performance or other bonuses, if any), and annually approving the compensation of other key executives. The compensation of the president and chief executive officer shall be based on a written review of the president and chief executive officer's performance, the organization's executive compensation plan, a recent salary survey of positions comparable to that of the organization's president and chief executive officer, and such other factors as the compensation committee determines to be in the organization's interest. In addition, the compensation committee regularly engages a compensation consultant to provide advice regarding the compensation of the president and chief executive officer. The compensation committee shall provide to the board a report detailing the compensation (including performance and other bonuses, if any) set for the president and chief executive officer and the reasons therefor. The compensation committee also reviews and approves president and chief executive officer salary recommendations for the positions of (i) vice president and chief operating officer; (ii) chief financial officer; and (iii) vice president and chief medical officer of the organization. Other duties of the compensation committee include review and approval the overall compensation policy including the bonus plans of the organization and provision of oversight regarding all retirement and pension plans currently in place and which may be in place from time to time.”

“The organization's governing documents, conflict of interest policy, and financial statements are made available to the public where required by applicable law and when deemed appropriate by the organization.”

“The process of the audit committee review of audited financial statements and selection of independent certified public accountant has not changed from prior years.”