M M Ewing Continuing Care Center

“Form 990, Part VI, Section A, Line 2 - Refer to Schedule O Form 990 Part VI, Section B, Line 12c note. Given that many of our Board Members include professionals in industries such as banking, law, and financial advisement, it is our understanding that some board members engage with each other in professional business activities. Given the comprehensive conflict of interest forms the board members complete, we do not believe any such relationship impacts their decision making as to MM Ewing Continuing Care activities and to the extent there is a potential conflict of interest is disclosed by a Board member, the Board member is instructed to follow our conflict of interest policy as described in Line 12c.”

“Form 990, Part VI, Section A, line 4 - MM Ewing Continuing Care Center amended the bylaws in April 2020 to add the non-voting positions of senior members and life members. We also updated the description of the Finance Committee to more clearly define its duties, outline the process for approval of its activities and recommendations by the Board, clarify that the chair of the committee is the treasurer, and identify required expertise for certain members of the committee.”

“Form 990, Part VI, Section A, Line 6 - 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. Additionally, certain decisions of the Hospital are subject to the approval of UR. Such decisions include appointment and removal of board members, approve appointment and removal of the President and CEO, approve changes to the Hospital bylaws and certificate of incorporation and, under certain circumstances, approve strategic plans, capital and operating budgets and incurrence of debt.”

“Form 990, Part VI, Section A, Line 7a - Refer to Schedule O, Membership information, Form 990, Part VI, Section A, Line 6”

“Form 990, Part VI, Section A, Line 7b - Refer to Schedule O, Membership information, Form 990, Part VI, Section A, Line 6”

“Form 990, Part VI, Section B, Line 11b - 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 a summary presentation is made at the board meeting. Questions are entertained during both meetings as well as after the meeting prior to filing.”

“Form 990, Part VI, Section B, Line 12c - 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.”

“Form 990, Part VI, Section B, Line 15 - 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.”

“Form 990, Part VI, Section C, Line 19 - These documents are available upon request by contacting the Administrative Office”

“Form 990, Part VII, Section A, Line 1a - Refer to Schedule O, Employment information, Form 990, Part V, Line 2a”

“Form 990, Part V, Line 2a - Employees and certain officers, directors, and key employees of MM Ewing Continuing Care Center's related organizations receive compensation from the Frederick Ferris Thompson Hospital, through a common paymaster. Because employees are included in the common paymaster, a portion of the salaries of these individuals is allocated to it's affiliates and is included as part of other salary and wages on their statement of functional expenses. None of the board members of the MM Ewing Continuing Care Center are compensated for their board services.”

“Form 990, Part IX, Line 7 - Refer to Schedule O, Employment information, Form 990, Part V, Line 2a”

“Change in funded status of pension plan $59,867; net periodic pension cost ($15,281); change in beneficial interest in FF Thompson Foundation, Inc. $10,134; Total to form 990, Part XI, line 9: $54,720.”