Lewistown Health Care Foundation

“Form 990, part i, section a, line 4: form 990, part vi, section a, line 1b: enter the number of voting members that are independent. Based on the form 990 definition of "independence" as it relates to voting members of the governing body, one voting member is not independent because he is compensated as an employee of a related tax-exempt organization. Form 990, part vi, section a, line 2: did any officer, director, trustee, or key employee have a family relation- ship or business relationship with any other officer, director, trustee, or key employee? Daniel e. Lohr, esquire, robert e. Poole, william r. Gruver, william e. Sordoni, virginia mcgregor, robert l. Tambur, robert j. Dietz, richard a. Rose, jr, john c. Bravman, phd, jeff jacobson, gail r. Wilensky, phd, frank m. Henry, eugene arnone, e. Allen deaver, william h. Alexander, thomas h. Lee, jr, md, msc, richard a. Grafmyre, karen davis, phd, heather m. Acker, don a. Rosini, christopher b. Sullivan, kevin f. Brennan, cpa, fhfma, david j. Felicio, esquire, david t. Feinberg, md, mba, and frank j. Trembulak all have a business relationship with one another because they serve as officers and/or directors on one or more for-profit affiliates of lewistown health care foundation. All of the affiliates are part of geisinger.”

“The members of the corporation have the power and authority to elect and remove the directors; elect and remove the president and fill any vacancy in the office of the president of the corporation; and, may approve amendments to the corporate bylaws in lieu of such approval by the board of directors. The members also have the reserve powers as set forth in the pennsylvania nonprofit corporation law.”

“The board of directors of the corporation shall serve as the governing body of the corporation. The president of the corporation shall be a director by reason of holding such office. The remaining directors shall be elected by the members at the annual meeting of the members. The members of the corporation may serve as directors and directors may succeed themselves from term to term. Vacancies on the board of directors shall be filled by the members at their discretion at the annual meeting of the members or at a special meeting called for such purpose.”

“All officers and directors were electronically provided a final copy of the form 990 prior to filing the return with the irs. An executive summary of the information reported on the return is provided to assist in the review. In accordance with the geisinger health board of director's finance committee charter, geisinger organizations' form 990 filings are reviewed annually. The form 990 is prepared by geisinger tax and financial reporting departments with information provided from finance, tax, human resources, legal services and other relevant departments within geisinger. The chief financial officer (cfo) of geisinger and the individual organizations senior financial managers review their respective form 990 prior to making the final return available to the board. In addition, the chief legal officer and chief human resource officer of geisinger review the information disclosed on the form 990 relevant to their respective areas of responsibility. For purposes of their annual audit of geisinger consolidated financial statements, independent auditors review all federal tax returns filed by geisinger organizations to identify material items, including if there are any uncertain tax positions that may be required to be recognized. The company had no uncertain tax positions required to be reported for reporting period.”

“The officers and directors of the organization are subject to the geisinger conflict of interest policy for directors, officers and senior leaders (may include independent contractors). At least once each year directors, officers, key employees, senior leaders (including independent contractors) and others designated by the board of directors are required to disclose in writing the existence of any potential financial interests that may give rise to a conflict of interest with any affiliate within geisinger. The disclosures are reviewed by the office of the chief legal officer and reported to the audit and compliance committee and board of directors. After review of the financial interest and all material facts, input from department of legal services and any discussion with the person desired by the board or committee, the board decides if a conflict exists and takes appropriate action. The individual disclosing the financial interest is absent during the board deliberations and decisions on the matter.”

“The process to review and approve the compensation of geisinger employed board directors, officers, and executive management is designed to satisfy the rebuttable presumption procedure available for intermediate sanction purposes. The process requires a review of compensation determinations by disinterested parties, use of appropriate comparability data and contemporaneous documentation of the process. On an annual basis an independent, nationally recognized compensation consultant completes a comparative assessment of compensation for the ceo and senior management within geisinger. The consultant's report is presented to the geisinger family committee prior to any compensation adjustment. The report supports the rigorous review completed by the geisinger family committee to ensure that the program is responsible to the geisinger charitable mission, reflects reasonable compensation within the nonprofit market and is compliant with the irs's intermediate sanction requirements. The survey data in the comparative analysis is captured for functionally comparable positions in multiple similar nonprofit organizations and reflects total remuneration provided in the market. All surveys are conducted by third party organizations and not conducted at the specific direction of geisinger. Any compensation adjustments are approved by the geisinger family committee prior to the effective date of the payment. The geisinger family committee at its sole discretion may positively or negatively adjust any recommended compensation.”

“See schedule o response to form 990, part vi section b, question 15a.”

“The annual report for geisinger, containing community benefit information, consolidated financial information and other information, is available on the geisinger website. Go to: www.geisinger.org/pages/about-geisinger and select annual reports. Financial statements, form 990, form 990-t, the conflicts of interest policy, and other governing documents are available to the public upon request.”

“Form 990, part v, line 1a: enter the number reported in box 3 of form 1096, annual summary and transmittal of u.s. Information returns. Geisinger system services (gss), an affiliate of the organization, provides a centralized accounts payable function for all geisinger organizations. As the accounts payable processor, gss prepares and files form 1099 under its ein for certain reportable payments of the filing organization. The number of form 1099's filed by gss for the 2015 reporting period on behalf of itself and its affiliates was 1,728.”

“Form 990, part xii, line 3a: as a result of a federal award, was the organization required to undergo an audit or audits as set forth in the audit act or omb circular a-133? Federal awards are audited as a part of the geisinger's consolidated report on federal awards in accordance with omb circular a-133. Footnote: throughout form 990, the terms "geisinger- and "system" shall refer to the entire healthcare system comprised of geisinger health as parent and all subsidiary corporations comprising the system.”