Ur Medicine Home Care Inc

“The sole member of strong home care group ("shcg") is the university of rochester ("ur").”

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

“As noted in note 7a, such decisions include appointment of the shcg 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 strong home care group ("shcg") is reviewed by shcg's senior management prior to filing. The form 990 was also provided to shcg's audit committee prior to filing. Senior management's and the finance committee's questions and comments were addressed prior to filing. The form 990 was also provided to shcg'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 strong home care group ("shcg") 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 shcg and the arrangements are consistent with the best interests of shcg.”

“Written self-evaluation and performance evaluations for strong home care group ("shcg"), 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 shcg'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.”

“Strong home care group's ("shcg") form 1023 and form 990 are available upon request. Shcg's governing documents, conflict of interest policy and audited financial statements are not routinely made available to the public.”

“The officers and directors of strong home care group are also officers and directors of ur medicine home care, certified services, inc. ("urmhccs"), community care of rochester ("ccr"), finger lakes visiting nurse service, inc. ("flvns"), finger lakes home care, inc. ("flhc"), ur medicine home care, community services, inc., and ur medicine home care foundation, inc. ("urmhcf"), 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 shcg also devote significant time each week to other related organizations. None of the board members of shcg are compensated for their board service.”