Ur Medicine Home Care Inc

“The sole member of ur medicine home care, inc. ("urmhc") is the university of rochester ("ur").”

“The university of rochester ("ur") has the authority to elect the governing body of ur medicine home care, inc. ("urmhc"), and certain decisions of the board of directors of urmhc are subject to the approval of ur.”

“As noted in note 7a, such decisions include appointment of the ur medicine home care, inc. President and ceo, amendment of the certificate of incorporation and bylaws, approval of extraordinary corporate actions such as merger or dissolution, and approval of capital and operating budgets, strategic plans, and incurrence of certain debt.”

“The form 990 of ur medicine home care, inc. ("urmhc") is reviewed by urmhc's senior management prior to filing. The form 990 was also provided to urmhc's audit committee prior to filing. Senior management's and the audit committee's questions and comments were addressed prior to filing. The form 990 was also provided to urmhc's entire 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. This form is distributed annually and requires disclosure of all conflicts of interest, including specific information concerning the terms of any contract or transaction with ur medicine home care, inc. ("urmhc") that involves a potential conflict of interest for the individual. The forms are reviewed by the chair and legal counsel, and conflicts disclosed on the forms or on an ad hoc basis are reviewed by the board of directors or executive committee. The board of directors or executive 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 urmhc and the arrangements are consistent with the best interests of urmhc.”

“Written self-evaluation and performance evaluations for ur medicine home care, inc. ("urmhc"), officers annually are reviewed by the committee on compliance and compensation of the university of rochester medical center board of directors. The committee has available the evaluations from urmhc's board of directors and the ceo of urmc health system for the ceo. The committee reviews and approves total compensation for officers 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.”

“Ur medicine home care, inc.'s ("urmhc") form 1023 and form 990 are available upon request. Urmhc's governing documents, conflict of interest policy and audited financial statements are not routinely made available to the public.”

“The officers and directors of ur medicine home care, inc. ("urmhc") are also officers and directors of ur medicine home care, certified services, inc. ("urmhccs"), ur medicine home care, licensed services, inc. ("urmhcls"), finger lakes home care, inc. ("flhc"), and ur medicine home care, community services, inc. ("urmhccsi"), related irc section 501(c)(3) organizations. The officers and directors devote time each week to each of these related organizations. In addition, certain directors of urmhc also devote significant time each week to other related organizations. None of the board members of urmhc are compensated for their board service.”