Good Shepherd Rehabilitation Network

“Bylaws were revised to give gsrn the flexibility to add additional trustee(s) as needed. Board membership count previously read not more than 18 members. Bylaws now read "the business and affairs of the corporation shall be managed by a board, totaling a minimum of eighteen (18) in number.”

“Two-thirds of the organization's trustees shall be elected by the synod council of the northeastern pennsylvania synod of the evangelical church in america.”

“The organization's bylaws may be altered, amended, or repealed by the board. In addition, the amendment shall be approved by the synod council of the northeastern pennsylvania synod of the evangelical church in america before taking effect.”

“The irs form 990 is prepared using information solicited from officers, directors, trustees, board committee members, and management. This group of individuals is provided a draft return before the final return is filed. Questions, comments, and additional information provided by this group are incorporated into the final return. The final return is reviewed at a committee level of the board prior to it being filed.”

“There is a systematic process coordinated through the governance committee where the conflict of interest statements completed annually by board members and the senior leadership team members are reviewed by the governance committee. Whenever the committee feels the conflict statement is either incomplete or feels something may be missing, the committee will ask management to pursue further due diligence. When a board member does have an inherent conflict, the trustee is asked to either abstain from voting or excuse himself from the room during the discussion and voting.”

“The board of trustees of good shepherd rehabilitation network (gsrn) delegates responsibility for adherence to all legal and regulatory requirements affecting executive compensation to the human resources/compensation committee of the board (the committee). The committee is permitted to engage external resources as necessary to educate the committee regarding new legal or regulatory guidelines, market trends and to support deliberations and decision making related to executive compensation. The committee selected and utilizes an independent compensation consultant, mercer - a marsh & mcclennan company, (the consultant) as a resource to assist with decisions related to executive compensation. According with the committee's annual work plan, the consultant presented a reasonableness opinion for 2015 on june 9, 2015 and found the following: "mercer (us), inc. Certifies that it (1) is a compensation-consulting firm, (2) performs compensation valuation studies of this type on a regular basis, and (3) is qualified to perform the valuations of the type of property or services involved. In mercer's view, based on our analysis of competitive compensation and benefit practices for functionally comparable positions in similarly situated organizations, total remuneration falls well within a reasonable range of competitive market practice". The reasonableness opinion was reviewed with the committee at their june 2015 meeting. All of the compensation meetings are formally documented consistent with best governance practices.”

“Financial statements, governing documents and policies are available upon request.”

“The executive committee is comprised of the chairs of all the board committees as well as the chair and vice chair of the board. All executive committee members are members of the board of trustees. The executive committee can act on behalf of the board of trustees in most cases. Any fundamental changes will go to the full board.”

“The salary and benefit expenses reported on form 990, part ix, and the employee information reported on form 990, part vii, are the good shepherd rehabilitation network's ("gsrn") allocated payroll costs based on time spent. All individuals working at gsrn are employees of the good shepherd rehabilitation hospital ("gsrh") and are reported on its form w-3 under ein: 23-1371947. Gsrh is an affiliated tax-exempt organization.”

“Consultants: program service expenses 4,321,079. Management and general expenses 3,338,865. Fundraising expenses 137,048. Total expenses 7,796,992.”

“Income on investment in unconsolidated subsidiary 8,145,066. Change in fair value of derivative financial instruments 38,927. Pension liability adjustment - unconsolidated subsidiary -58,509. Change in value of split-interest agreements -608,624. Valuation gain, beneficial interest in perpetual trusts -509,215. Other changes in temporarily restricted net assets 436,485. Reduction in equity to report health network labs revenue -171,270.”

“The processes used by the committee that assumes responsibility for oversight of the audit of the organization's financial statements and the selection of an independent accountant have not changed from the prior year.”