M M Ewing Continuing Care Center

“Refer to Schedule O form 990 Part VI, section B, line 12c note. Two Board members have a family relationship (Lauren Sands and Robert Sands.”

“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 Reimbursement and the CFO review the return. In addition, the return is reviewed by an independent accounting firm. The return is then made available to the Board of Directors and Audit Committee via a shared intranet website. The return is reviewed with the Audit Committee in detail and with the Board in summary. Questions are entertained during both meetings and for several days after the meeting and before the final filing.”

“Consistent with the written system-wide conflict of interest (COI) policy, Board members, officers and key employees complete annual conflict of interest forms to identify actual and potential conflicts of interest that may exist relative to their duties with the organization. The Audit Committee and General Counsel monitor completion of these forms and review the statements made therein for compliance with the COI policy. An individual management plan is developed that stipulates how each potential or actual COI will be addressed in order to mitigate each conflict identified. Each individual management plan is reviewed, modified as necessary and approved by the Audit Committee and General Counsel. The approved plan is then delivered to each person with an identified potential or actual COI. To help ensure compliance with the COI policy, each individual management plan stipulates that the person with a potential or actual COI will not be allowed to participate in any discussion or decision of the Board in any area of identified conflict. Furthermore, unless a specific question is asked by the Board, the person with the COI will be asked to leave the room during a discussion and/or decision by the Board that involves an area covered by the COI individual management plan. The Audit Committee and General Counsel review these procedures annually to assess their effectiveness and recommend (or make) appropriate changes as needed to ensure the COI policy is consistently and effectively enforced.”

“Executive compensation is established by the Compensation Committee of the Board of Directors. The committee uses an outside 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 which is also considered in determining compensation levels. The committee is involved in setting goals for the executive team which ties back to their performance reviews and compensation rates. This process is completed each year.”

“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 Frederick Ferris Thompson Hospital's related organizations receive compensation from the Hospital, through a common paymaster. Because employees are included in the common paymaster, a portion of the salaries of these individuals is allocated to its affiliates and is included as part of other salary and wages on their statement of functional expenses. None of the board members of 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 146,278; net periodic pension cost ($133,719); change in beneficial interest in FF Thompson Foundation, Inc. ($13,384); Total to form 990, Part XI, line 9: ($825).”