Hendorn Inc. Cole Manor

“Business relationships: the following officers and directors are employed by upmc cole, a related organization: - edward pitchford, president, ceo & assistant secretary - ron rapp, vp of finance - michael callahan, do, physician/director - jason tronetti, do, physician/director - christan caramia, md, physician/director - janie hilfiger, president and ceo”

“Management duties: upmc cole, the organization's parent company, provides management services to the organization.”

“Members: charles cole memorial hospital, also known as "upmc cole", a federally tax exempt 501(c)(3) nonprofit corporation, is the sole member of hendorn, inc. Other than the ex-officio director, directors shall be elected by the sole member, provided that such election shall be subject to the further approval of upmc, which approval shall not be unreasonably withheld. Any vacancy on the board which results from a resolution to increase the number of directors shall be filled by an election by the upmc cole board of directors. The member shall have the following rights and powers: during the integration period, the decisions and actions specified in paragraphs (i) - (viii) below shall require the approval of both the member and upmc. Such decisions and actions may not be taken by the corporation without the separate concurrence of the member and upmc. The member and upmc shall together have the power and authority to make any such decisions and initiate and implement any such actions (and they may, but need not seek, the concurrence or approval of the board of the corporation). (i) approval of operating and capital budgets of the corporation; (ii) entering into new or materially changing existing joint venture arrangements of the corporation; (iii) approval of the terms of any management arrangements with an unrelated third party; (iv) any change in the corporate structure of the corporation; (v) the sale, lease, transfer or joint venture, whether within the system or external thereto, involving substantially all of the assets of the corporation; (vi) the merger, consolidation, divestiture or dissolution of the corporation; (vii) any amendment of the articles of incorporation or the bylaws of the corporation; (viii) sale of any real estate of the corporation; if the member and upmc fail to agree on any of the above matters, the process described in section 10.8 of the integration agreement will be followed. At the conclusion of the integration period, the power to make decisions with respect to those matters described in section 3.2.a above, shall vest exclusively with upmc, except as expressly limited by sections 10.1-10.9 of the integration agreement. The member and upmc may look to the board of directors to provide governance and oversight with respect to matters which may include developing and implementing the goals and objectives of the corporation in the four key areas of (1) quality performance; (2) financial performance; (3) planning performance; and (4) governance performance.”

“990 review process: the form 990 is prepared by an independent accounting firm based on information supplied by upmc cole. The draft 990 is then reviewed by the finance department. It is then posted to an online portal for the board of directors prior to filing.”

“Monitoring compliance with conflict of interest policy: members of the board of directors; board committees; senior leaders; middle management employees; and medical staff with administrative responsibilities are covered under the conflict of interest policy and are required to complete a conflict of interest statement annually(calendar year). Pursuant to the amended bylaws effective march 1, 2018, section 11.6, "the board shall adopt and maintain a policy consistent with the policy of the member with respect to conflicts of interest on the part of the directors, officers, senior management, physicians, and other staff, as applicable, which shall include a procedure with respect to disclosure and review of actual or potential conflicts and related information. The conflicts of interest policy of cole in effect at the effective time shall remain in effect until such time as the board adopts a policy consistent with the policy of the member." for 2018, the conflict of interest policy and conflict of interest statement was reviewed 05/09/18 and, thereafter, the conflict of interest statements distributed to the noted parties for completion. The levels at which conflict of interest statements were reviewed, for the period 07/01/18 - 06/30/19, were the compliance officer and, thereafter, the then existing governance oversight committee of the board of directors on 08/02/18. As to restrictions a member of the board or board committee must disclose the existence of his/her financial interest after which a determination of conflict of interest will be made. A voting member of the board of directors who receives compensation directly or indirectly, and a voting member of any committee whose scope of responsibilities include compensation matters and who receive compensation, directly or indirectly, are precluded from voting on matters pertaining to that member's compensation; physicians who receive compensation, directly or indirectly, are precluded from membership on any committee whose primary scope of responsibilities includes compensation matters; and a management employee or a medical staff member with administrative responsibilities must disclose to the senior leader the existence of the financial interest and all related material facts. Also the contracting policy contains a provision for disclosure of a financial interest on the contract routing form.”

“Compensation determination: er matthew dean, sr director of compensation upmc partners with e&y and korn ferry annually to conduct a market analysis for ceo's & top 10 executive vp's. The market review is then presented to their executive compensation committee for review and approval.”

“Document availability: the organization's conflict of interest policy and governing documents can be viewed onsite through a written request to the organization's corporate compliance officer. Requests for financial statements and 990's are forwarded to the finance / accounting department and are open for public inspection.”

“Board member compensation: no board members receive any compensation for their director duties. Michael callahan, jason tronetti and christan caramia are compensated by upmc cole, a related organization, as physicians.”

“Organization's mission: hendorn, inc provides assisted living for older adults in coudersport, pa, through the operation of cole manor, a residential facility. In-home personal care is also provided through the homemaker program. The mission at cole manor is to provide our residents with the highest quality of care possible and to enhance our resident's quality of life by creating a home-like setting that fosters independence, dignity and choice. We continually strive to improve and are committed to our vision: to be the personal care home of choice in the community we serve by delivering quality services in a warm, friendly and home-like setting.”

“Other changes in net assets: $150,000 transfer from exempt related party”