Vna Home Care Services

“The organization is a membership (not a stock) corporation under new york state law. The organization's sole corporate member is kaleida health, a related not-for-profit organization.”

“In accordance with the terms and requirements of its govering documents (i.e. Bylaws), on an annual basis, the organization's current board members recommend the list of candidates for membership to the governing body for the subsequent term to the executive committee of kaleida health. The executive committee kaleida health, as the representatives of the organization's sole corporate member, approves and elects these candidates to serve as the organization's board of directors.”

“Kaleida health, as the sole board corporate member, also has the right to approve or ratify significant decisions of the organization's governing body including the amendment of bylaws and charters, removal of members of the governing body, and the decision to dissolve the organization.”

“Description of the process used by management and/or governing body to review 990 the form 990 is reviewed by the organization's management in consultation with the organization's tax advisors, kpmg. This financial review is based on the organization's audited financial statements for the relevant time period before the form 990 is filed with the internal revenue service. The organization's board of directors are also provided a complete copy of the form 990 to review prior to filing.”

“Description of process to monitor transactions for conflicts of interest upon employment and annually thereafter each director, key employee, and officer of the organization is required to complete a conflict of interest and disclosure form, providing sufficient information about his/her personal interest and relationships so the prganization can (1) determine whether any potential or actual conflicts of interest may exist, and (2) monitor work or service assignments to avoid placing the key employee, officer or director in a postion where there may be an appearance, potential or actual, of a conflict of interest or a question of objectivitiy. The completed conflcit of interest and disclosure forms for directors are returned to the organization.”

“Compensation approval process on an annual basis, the organization's management team reviews and approves the compensation package of the organization's key employees. The process also includes a 360 peer review. The organization's officer compensation arrangements are reviewed and approved by the compensation committee of kaleida health, a related not-for-profit organization and sole member of the organization. Information reviewed for the officers includes comparable data from similar size tax-exempt organizations in the western new york community as well as the compensation for these positions (as disclosed on form 990) with other organizations in the health care industry that are of similar size, demographics and geography. Review and approval of the compensation arrangement by compensation comittee is documented.”

“Avail of gov docs, conflict of interest policy & fin stmts to gen public the organization makes it governing documents, conflict of interest policy and financial staements available to the public upon request at the offices of kaleida health (a related not-for-profit organization) at 726 exchange street, suite 200, buffalo, ny 14210. A nominal fee is charged if copies are requested.”

“Cash transfer to parent -2,500,000.”