Amsterdam Continuing Care Health System Inc.

“Two board members, lawrence b. Thompson and r. Scott edmonds are partners in the same business firm.”

“A copy of the form 990 is provided to the audit committee. The cfo makes the 990 available to all board members prior to filing.”

“An interested director means any amsterdam director who has an interest as a principal, partner, director, officer, employee, agent, or stockholder(other than a stockholder of a publicly traded corporation whose stock is widely held) of any entity with which amsterdam has or contemplates transacting business. An interested director must disclose the relationship or interest in the transaction to the board of directors of the applicable amsterdam entity. Disclosure shall be made to the chairman of the board as soon as the interested director becomes aware of the potential for a conflict in connection with the transaction, who then shall inform the applicable board.if the chairman is involved in the transaction, the chairman shall advise the secretary of the applicable amsterdam entity who shall arrange for board disclosure. No interested director shall participate in the discussion, deliberations and voting regarding a transaction. The affirmative vote of the majority of all the directors of the applicable amsterdam entity shall be required before entering into the transaction (excluded in such counts is the interested director). No transaction shall be invalidated or affected in any way if this policy is followed. All officers and key employees are required to disclose any potential conflicts of interest. Said conflicts are addressed by management.”

“The organization has a process to determine compensation and bonus for the officers which includes a review by a compensation and benefits consultant, the use of comparability data and contemporaneous substantiation in the deliberation and the final decision. This process was undertaken in 2016 for the year 2017.”

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

“Health system has a committee that assumes responsibility for oversight of the audit of its financial statement and selection of an independent accountant. The process has not changed from prior years.”