Geisinger Insurance Corporation

“Cindy sheridan, esquire, jaewon ryu, md, jd, james e. Hartle, md, kevin v. Roberts, mba, cpa, tammy leiby and terry gilliland, md all have a business relationship with one another because they serve as officers and/or directors on one or more for-profit affiliates of the entity. All of the affiliates are part of geisinger.”

“The members of the corporation have the power and authority to elect and remove the directors; elect and remove the president and fill any vacancy in the office of the president of the corporation; and, may approve amendments to the corporate bylaws in lieu of such approval by the board of directors. The members also have the reserve powers as set forth in the pennsylvania nonprofit corporation law.”

“The board of directors of the corporation shall serve as the governing body of the corporation. The president of the corporation shall be a director by reason of holding such office. The remaining directors shall be elected by the members at the annual meeting of the members. The members of the corporation may serve as directors and directors may succeed themselves from term to term. Vacancies on the board of directors shall be filled by the members at their discretion at the annual meeting of the members or at a special meeting called for such purpose.”

“The members of the corporation have the power and authority to elect and remove the directors; elect and remove the president and fill any vacancy in the office of the president of the corporation; and, may approve amendments to the corporate bylaws in lieu of such approval by the board of directors. The members also have the reserve powers as set forth in pennsylvania nonprofit corporation law.”

“The form 990 is prepared by kaiser foundation health plan, inc.'s tax preparation and oversight department with information provided from geisinger finance, human resources, legal services and other relevant departments within geisinger. Prior to finalization, the return is reviewed by pwc us tax, llp. The chief financial officer of geisinger and the individual organizations senior financial managers review their respective form 990 prior to making the final return available to the board. 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 board of director's finance committee charter, geisinger organizations' form 990 filings are reviewed annually.”

“The officers and directors of the organization are subject to the geisinger conflict of interest policy for directors, officers and senior leaders. At least once each year directors, officers, key employees, senior leaders and others designated by the board of directors 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 geisinger. The disclosures are reviewed by the office of the chief compliance officer and reported to the audit and compliance committee and/or board of directors. After review 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 committee/board decides if a conflict exists and takes appropriate action. The individual disclosing the financial interest is absent during the committee/board deliberations and decisions on the matter.”

“The process to review and approve the compensation of geisinger 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 geisinger. The consultant's report is presented to the geisinger family committee prior to any compensation adjustment. The report supports the rigorous review completed by the geisinger family 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 the geisinger family committee prior to the effective date of the payment. The geisinger family 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.”

“Financial statements, form 990, form 990-t, the conflicts of interest policy, and other governing documents are available to the public upon request.”

“Federal awards are audited as a part of the geisinger's consolidated report on federal awards in accordance with uniform guidance, 2 cfr part 200, subpart f. Footnote: throughout this document, the terms "geisinger"geisinger health" shall refer to the entire health care system comprised of geisinger health foundation (the "foundation") as parent and all subsidiary corporate entities comprising the health care system. In addition, throughout this document, the term "system" shall refer to the entire health care system as previously defined plus its affiliates.”