Grhs Foundation Inc.

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

“In accordance with the terms and requirements of its governing documents (i.e. Bylaws), the organization's directors are divided into three classes, and the classes serve for staggered three-year terms. At each annual meeting, directors in a class are elected by a majority vote of the directors then in office. Directors are elected from among nominees chosen by the governance and nominating committee of the filing organization's sole corporate member, rochester general health system.”

“Rghs, as the sole 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.”

“Prior to filing, a copy of the form 990 is provided to, and reviewed with, all members of the audit and compliance committee. This review is performed in consultation with the organization's tax advisors, and is based on the organization's audited financial statements and other relevant information for the appropriate time period.”

“Upon employment, all employees receive the ethical standard of conduct booklet for which they sign a receipt of acknowledgement. Conflict of interest is defined, as is management of a conflict of interest. Employees are required to disclose and seek resolution to any actual or potential conflict of interest before taking a potentially improper action and thereafter, annually, each key employee and officer of the organization is required to complete a conflict of interest form, providing management with sufficient information about his/her personal interests and relationships so that management can (1) determine whether any actual or perceived conflict of interest exists, and (2) monitor work assignments to avoid placing the key employee or officer in a position where there may be a question as to his/her objectivity as well as to avoid any appearance of impropriety. Throughout the year, key employees and officers of the organization are also required to notify management promptly if any change to their disclosures occurs. Board members leave the room during discussions and abstain from voting when they have a conflict of interest. In addition, each member of the board of directors must also complete a conflict of interest and disclosure form, which must be submitted to the general counsel.”

“The organization's officer and key employee compensation arrangements are reviewed and approved by the compensation committee of rochester general health system, a related not-for-profit organization. Information reviewed for the officer/key employee includes comparable data from similar size tax exempt organizations in the western/central ny community as well as compensation for these positions (as disclosed on form 990) with other organizations in the insurance industry that are of similar size, demographics and geography. Review and approval of the compensation arrangement by the compensation committee is documented.”

“The organization makes its governing documents, conflict of interest policy and financial statements available to the public upon request at the administrative offices of the affliliated health system at 100 kings highway south rochester, ny 14617 and the adminstrative offices of the filing organization. A nominal fee is charged if copies are requested.”

“The process has not changed from the prior year.”