Vna Home Health Services

“Paul Minnich is an officer and director on the WellSpan Specialty Services,VNA Home Health Services and WellSpan Health boards. His law partner, Jeffrey Lobach, is a director on the WellSpan Medical Group and York Health Foundation boards. His law partner, Steve Hovis is chairman of the WellSpan Health board.Scott Coyle is a director on the WellSpan Specialty Services and VNA Home Health Services boards. His wife, Karen Coyle is a director on the Gettysburg Hospital Foundation board.Barry Douglas is a director on the WellSpan Specialty Services and VNA Home Health Services boards. His wife, Wanda Major is a director on the York Health Foundation board.”

“WellSpan Specialty Services, a non-profit corporation, ("VNA") is the sole member of the Corporation.”

“The Board of Directors shall be composed of seven persons who shall be appointed by the Board of Directors of the VNA.”

“The member shall have such powers and rights as are vested in members by law, the articles of incorporation or the bylaws. Except as specifically reserved to the member by law, the articles of incorporation or the bylaws, the business and affairs of and the responsibility and authority for governing the Corporation shall be vested in the Board of Directors.Notwithstanding the foregoing paragraph, the authority of the Board of Directors to exercise the following powers is conditioned on the prior approval of VNA. a) the adoption of operating and capital budgets;b) any voluntary dissolution, merger or consolidation of the Corporation or the sale or transfer of all or substantially all of the Corporation's assets or the creation or acquisition of any subsidiary or affiliate corporation of the Corporation;c) any agreement or transaction, either of which is of a material nature, with another corporation not controlled directly by or affiliated with VNA or York Health System ("YHS");d) the borrowing of any sum which has a stated term greater that one year or which is secured by a security interest in the Corporation's assets or revenues or by a mortgage of all or any portion of the Corporation's real property, if any;e) the adoption of a long range plan for the Corporation; andf) the adoption, amendment, revocation of these Bylaws or the Articles of Incorporation.”

“Management provided an electronic copy of the form 990 to each voting member of the organization's governing body, prior to its filing with the IRS. The organization's finance management team provided a presentation to the Audit Committee on the organization's 990 return.”

“Officers, directors, and key employees fill out a WellSpan Health Conflict of Interest Disclosure Statement questionnaire annually. The questionnaire is administered by the Internal Audit Department of WellSpan Health, the Parent Company.There shall be full disclosure by any Director having a business or personal interest or relationship which may be in conflict with the interests of the Corporation. After such disclosure the Director shall abide by the determination of the Board of Directors as to whether a conflict exists, the extent to which, if at all, the Director will be permitted to be present during the Board of Directors' discussion of the matter in which the Director may be interested, and whether the Director will be permitted to participate in such discussion and cast a vote in such matter.”

“The Compensation Committee of WellSpan Health is responsible for rewarding and reinforcing key executives for the achievement of annual and long-term performance objectives. The Compensation Committee shall consist of not more than six (6) persons, of whom two (2) shall be the Chairman and Vice Chairman of the Board of the Corporation, and the remaining members shall be such other persons as may be appointed by the Chairman of the Board of the Corporation, with the approval of the Board of Directors; provided, however, that the Compensation Committee shall not include any persons who are employed by the System. The Chairman of the Board of Gettysburg Hospital shall participate. The role of the Compensation Committee is to set the Executive Compensation Philosophy for the system and ensure adherence, evaluate performance and establish compensation for the WellSpan President, evaluate team performance of the executive team and establish awards, review and approve senior executive base salary ranges, and oversee employed physician compensation programs. The Committee will approve salary ranges for each executive position and review incumbent salaries annually. The Committee will be responsible for reviewing the President's salary each year, and if warranted, authorizing an adjustment to maintain competitiveness. The President will have the authority to make salary adjustments for subordinate positions. The Committee is responsible for approving and authorizing payment of the performance awards. The Committee will approve and authorize payment of the President's performance awards. Integrated Healthcare Strategies, Inc., based in Minneapolis Minnesota is the external consultant to the committee. This consultant focuses exclusively on executive and physician compensation in the health care industry. In summary, the executive and physician compensation review process consists of the following: 1) Cash compensation reviewed annually 2) Cash compensation reviewed by external consultant biennially 3) external total compensation (cash, incentives, benefits, perquisites) reviewed by external consultant periodically 4) Process is integrated with compensation analysis for other WellSpan positions 5) Committee decisions are documented in minutes maintained in Human Resources.”

“Governing documents, policies, and financial statements are available upon request.”

“Client Note 1 - Paid Preparer ExplanationDue to a software limitation, we wish to clarify that WellSpan Health is the ERO.The paid preparer is:BDO USA, LLP13-53815908401 Greensboro Drive, Suite 800McLean, VA 22102(703) 893-0600The preparers name is Marc Berger, PTIN P01871563”

“Paid Preparer ExplanationDue to a software limitation, we wish to clarify that WellSpan Health is the ERO.The paid preparer is:BDO USA, LLP13-53815908401 Greensboro Drive, Suite 800McLean, VA 22102(703) 893-0600The preparers name is Marc Berger, PTIN P01871563”