The Meadows at Westfall Inc

“The sole member of the meadows at westfall, inc ("maw") is strong partners health system, inc ("sphs"). Sphs, acting through its board of directors,has the authority to elect the governing body of maw, and certain decisions of the maw board are subject to the approval of the sphs board. Such decisions include appointment of the maw president and ceo, amendment of the certificate of incorporation and bylaws,approval of extraordinary corporate actions such as merger or dissolution, approval of capital and operating budgets, strategic plans and incurrence of certain debt.”

“The sole member of the meadows at westfall, inc ("maw") is strong partners health system, inc ("sphs"). Sphs, acting through its board of directors,has the authority to elect the governing body of maw, and certain decisions of the maw board are subject to the approval of the sphs board. Such decisions include appointment of the maw president and ceo, amendment of the certificate of incorporation and bylaws,approval of extraordinary corporate actions such as merger or dissolution, approval of capital and operating budgets, strategic plans and incurrence of certain debt.”

“The sole member of the meadows at westfall, inc ("maw") is strong partners health system, inc ("sphs"). Sphs, acting through its board of directors,has the authority to elect the governing body of maw, and certain decisions of the maw board are subject to the approval of the sphs board. Such decisions include appointment of the maw president and ceo, amendment of the certificate of incorporation and bylaws,approval of extraordinary corporate actions such as merger or dissolution, approval of capital and operating budgets, strategic plans and incurrence of certain debt.”

“Maw's form 990 is prepared by an independent accountant and is reviewed by senior management prior to filing. The form 990 was provided to maw's board of directors prior to filing.”

“Directors, committee members, officers and key employees are required to disclose a conflict of interest: (a) prior to voting on or otherwise discharging their duties with respect to any matter involving the conflict which comes before the board or any committee; (b) prior to entering into any contract or transaction involving the conflict; (c) as soon as possible after the director, committee member or officer learns of the conflict; and (d) on an annual conflict of interest disclosure form. The form is distributed annually and requires disclosure of all conflicts of interest, including specific information concerning the terms of any contract or transaction with maw that involves a potential conflict of interest for the individual. The forms are reviewed by the board chair and legal counsel, and conflicts disclosed on the forms or on an ad hoc basis are reviewed by a board committee. The committee considers the material facts concerning any proposed contract or transaction, including the process by which the decision was made to approve or recommend entering into the arrangement on the terms proposed, and approves such contracts or transactions only if the terms are fair and reasonable to maw and the arrangements are consistent with the best interest of maw.”

“Written self-evaluations and performance evaluations for maw officers and the administrator annually are reviewed by the committee on compliance and compensation of the university of rochester medical center board. The committee has available evaluations from the ceo of urmc health system for the officers, and from maw's ceo for the administrator. The committee reviews and approves total compensation for officers and the administrator and considers, in addition to the evaluations, the scope of the individual's job responsibilities, previous compensation and comparable compensation paid to people with similar responsibilities at comparable institutions. The comparable information is provided by an independent consultant and is based on local, regional and national compensation surveys.”

“Maw's form 1023 and form 990 are available upon request. Maw's governing documents, conflict of interest policy and audited financial statements are not routinely made available to the public.”

“Transfers from the university of rochester 2,050,000. Gain on forgiveness of related party payables 5,852,177.”

“There have been no changes to the procedures since the prior year.”