M M Ewing Continuing Care Center

“There have been no significant changes to MM Ewing Continuing Care Center's governing documents since the last form 990 was filed. However, changes to the bylaws were approved by the Board in March 2016.”

“The sole member of MM Ewing Continuing Care Center is FF Thompson Health System Inc. (System). The System, the University of Rochester Medical Center and the University of Rochester (UR) are parties in an affiliation agreement whereby UR is the sole corporate member of the System. The System acting through its board of directors, has the authority to elect the governing body of MM Ewing Continuing Care Center and approve certain decisions. Such decisions include appointment of the MM Ewing Continuing Care Center President and CEO, amendment of the certificate of incorporations and bylaws, approval of extraordinary corporate actions such as merger or dissolution, approval of capital and operating budgets, strategic plans, and incurrence of certain debt.”

“Refer to Schedule O, Membership information, Form 990, Part VI, Section A, Line 6”

“Refer to Schedule O, Membership information, Form 990, Part VI, Section A, Line 6”

“The Director of Finance and CFO reviewed the return and then provided it to an independent accounting firm for their review as well. The return was made available to the Board members via a shared intranet website. At the Board meeting preceding the filing date, questions were entertained by management. There are several days after the Board meeting where members can also review the return and ask questions prior to the filing date.”

“Board members, officers and key employees complete conflict of interest disclosure statements annually and the statements are reviewed by the Audit Committee and General Counsel. The Audit Committee and General Counsel are responsible for monitoring compliance and follow-up with any potential conflicts, including developing a conflicts of interest management plan that identifies each conflict and potential conflict and how it will be addressed. In addition, each Board member with a conflict or potential conflict receives a letter outlining how the conflict will be addressed.”

“Executive compensation at Thompson is established by the compensation committee of the Board of Directors. The committee uses an independent company to gather comparable data in determining compensation levels for the President/CEO and Senior level executives. The full Board of Directors is surveyed by the compensation committee on executive performance; this is considered in determining compensation levels. The compensation committee is also involved in goal setting for the CEO, which ties back to his performance reviews and incentive compensation rates. The year in which this process was last undertaken for each person was 2015.”

“These documents are available upon request by contacting the Administrative Office”

“Refer to Schedule O, Employment information, Form 990, Part V, Line 2a”

“Employees and certain officers, directors, and key employees of the MM Ewing Continuing Care Center receive compensation from the Frederick Ferris Thompson Hospital, a related IRC Section 501(c)(3) organization, through a common paymaster for its affiliates. Because employees are included in the common paymaster, a portion of the salaries of these individuals is allocated to the MM Ewing Continuing Care Center and is included as part of other salary and wages on their statement of functional expenses. Certain officers and key employees of the MM Ewing Continuing Care Center also devote significant time each week to other related organizations. None of the board members of the MM Ewing Continuing Care Center are compensated for their board services.”

“Refer to Schedule O, Employment information, Form 990, Part V, Line 2a”

“Change in funded status of pension plan $150,476; change in beneficial interest in FF Thompson Foundation, Inc $10,388.”