Geisinger Insurance Corporation Risk Retention Group

“Form 990, part i, section a, line 4: form 990, part vi, section a, line 1b: enter the number of voting members that are independent. Based on the form 990 definition of "independence" as it relates to voting members of the governing body, four of the five voting members of the governing body are not independent because they are compensated as employees of related tax-exempt organizations. The fifth voting member is not independent because she is employed by an independent contractor that provides significant services to the organization. Form 990, part vi, section a, line 2: did any officer, director, trustee, or key employee have a family relation- ship or business relationship with any other officer, director, trustee, or key employee? Albert bothe, jr., m.d., kevin f. Brennan, cpa, david j. Felicio, esquire, glenn d. Steele, jr., m.d., ph.d., frank j. Trembulak, edward j. Zych, esquire, all have a business relationship with one another because they serve as officers and/or directors on one or more for-profit affiliates of geisinger insurance corporation, risk retention group. All of the affiliates are part of the geisinger health system.”

“The company is organized as a non-profit corporation with members. The company has one class of membership interest denominated "common membership". The only member organizations permitted are 501(c)(3) organizations that are insured by the company. The membership organizations have the right to elect the board of directors and retain the right to receive assets of the corporation upon dissolution.”

“See schedule o response to form 990, part vi, section a, line 6.”

“All officers and directors were electronically provided a final copy of the form 990 prior to filing the return with the irs. An executive summary of the information reported on the return is provided to assist in the review. In accordance with the geisinger health system foundation board of director's finance committee charter, staff periodically reviews the ghs organizations' form 990 filings. The form 990 is prepared by the geisinger health system (ghs) tax and financial reporting departments with information provided from finance, tax, human resources, legal services and other relevant departments within the geisinger health system. The chief financial officer (cfo) of ghs and the individual organizations senior financial managers review their respective form 990 prior to making the final return available to the board. In addition, the chief legal officer and chief human resource officer of ghs review the information disclosed on the form 990 relevant to their respective areas of responsibility. For purposes of their annual audit of the ghs consolidated financial statements, independent auditors review all federal tax returns filed by the ghs organizations to identify material items, including if there are any uncertain tax positions that may be required to be recognized. The company had no uncertain tax positions required to be reported for fiscal year-ended june 30, 2014.”

“The officers and directors of geisinger insurance corporation, risk retention group employed by ghs are subject to both the ghs conflict of interest policy for directors, officers and senior leaders (may include independent contractors) and the geisinger insurance corporation, risk retention group conflicts of interest policy. At least once each year directors, officers, key employees, senior leaders (including independent contractors) and others designated by the board are required to disclose in writing the existence of any potential financial interests that may give rise to a conflict of interest with any affiliate within the geisinger health system. After disclosure of the financial interest and all material facts, input from department of legal services and any discussion with the person desired by the board or committee, the board decides if a conflict exists. The person disclosing the financial interest is absent during the board deliberations and decisions on the matter.”

“The process to review and approve the compensation of ghs employed board directors, officers and executive management is designed to satisfy the rebuttable presumption procedure available for intermediate sanction purposes. The process requires a review of compensation determinations by disinterested parties, use of appropriate comparability data and contemporaneous documentation of the process. On an annual basis an independent, nationally recognized compensation consultant completes a comparative assessment of compensation for the ceo and senior management within ghs. The consultant's report is presented to the management and compensation committee prior to any compensation adjustment. The report supports the rigorous review completed by the management and compensation committee to ensure that the program is responsible to the geisinger charitable mission, reflects reasonable compensation within the nonprofit market and is compliant with the irs's intermediate sanction requirements. The survey data in the comparative analysis is captured for functionally comparable positions in multiple similar nonprofit organizations and reflects total remuneration provided in the market. All surveys are conducted by third party organizations and not conducted at the specific direction of geisinger. Any compensation adjustments are approved by management and compensation committee prior to the effective date of the payment. The management and compensation committee at its sole discretion may positively or negatively adjust any recommended compensation.”

“See schedule o response to form 990, part vi, section b, question 15a.”

“The mission statement is available on the geisinger health system website at www.geisinger.org. The annual report for geisinger health system, containing community benefit information, consolidated financial information and other information, are available on the geisinger health system website. Go to: www.geisinger.org/pages/about-geisinger and select annual reports. Financial statements, the complete form 990 and form 990-t, the conflicts of interest policy, and other governing documents are available to the public upon request.”

“Mission: geisinger insurance corporation, risk retention group is a nonprofit corporation organized and operated exclusively to assist affiliated tax-exempt nonprofit healthcare member entities in the geisinger health system to manage their medical professional liability risk exposure. Geisinger insurance corporation, risk retention group(the company) is a self-insurance funding vehicle for these affiliated entities, and as such an integral part of each of their nonprofit, charitable healthcare operations. The company was formed primarily to address the lack of medical professional liability coverage in the commonwealth of pennsylvania, and to enable ghs to comply with the pennsylvania medical care availability and reduction of error act (mcare)(1), which requires pennsylvania physicians and healthcare institutions to obtain primary professional liability coverage from a qualified self-insurance trust or an insurer licensed to provide such liability coverage in pennsylvania. The company is organized and operated as a nonprofit membership corporation under the vermont nonprofit corporation act, title 11b of the vermont statutes annotated. The company's membership is limited to the following member organizations of the geisinger health system, each of which is insured by the company: geisinger medical center geisinger community health services geisinger wyoming valley medical center geisinger clinic community medical center community medical care, inc. Mountian view nursing home, inc. Geisinger-bloomsburg hospital geisinger-bloomsburg health care center geisinger-lewistown hospital family health associates of geisinger lewistown hospital the company provides medical professional liability coverage exclusively to the ghs member affiliates. __________________________________________________________________________ (1) mcare also created a fund to provide professional liability insurance coverage for healthcare providers for claims in excess of specified per-claim and aggregate insurance limits (the "mcare fund"). Providers must have the mandatory primary-layer professional liability coverage to be eligible for coverage from the fund.”

“Capital contribution 2,000”

“Form 990, part xii, line 3a: as a result of a federal award, was the organization required to undergo an audit or audits as set forth in the audit act or omb circular a-133? Federal awards are audited as a part of the geisinger health system's consolidated report on federal awards in accordance with omb circular a-133. Footnote: throughout form 990, the terms "geisinger health system" and "system" or the acronym "ghs" shall refer to the entire healthcare system comprised of geisinger health system foundation ("the foundation") as parent and all subsidiary corporations comprising the system.”