Meriter Foundation Inc.

“-meriter health services, sole member of meriter foundation, affiliated with iowa health system (d/b/a/ unitypoint health) effective 1/1/2014. -amendments to governing documents must be approved, in writing, by the board of directors of unitypoint health, sole member of meriter health services, inc. -distributions of assets, upon dissolution, are subject to the approval of unitypoint health, sole member of meriter health services, inc.”

“Meriter health services, inc., a tax-exempt, wisconsin nonstock corporation, is the sole member.”

“Meriter health services, inc., as sole member, shall appoint all members of the board, other than ex-officio members.”

“Meriter health services, inc., as sole member, shall approve: (a) adoption of an annual budget; (b) selection of the corporation's independent auditors; and (c) such other powers as the sole member may designate from time to time. Authority guidelines also dictate which actions require approval of the foundation board and which actions require approval of the meriter health services, inc. Board, as sole member.”

“The form 990 is prepared internally by the iowa health system tax department using information gathered from various functional areas of the organization. Each section of the return is reviewed by the responsible functional area along with the tax department. A draft copy of the return is provided to the cfo for review. A full copy of the form 990 is provided to the board of directors prior to filing with the irs.”

“Board members sign conflict of interest statements when they join the board with the expectation they will communicate conflicts that arise. The president and board chair monitor the potential conflicts disclosed by board members and manage attendance at meetings and participation in votes according to the issue on the agenda. Individual directors also monitor their potential conflicts and recuse themselves from board discussion and/or votes as required by the circumstances. The process of managing conflicts of interest is recorded in the meeting minutes.”

“The executive committee of the iowa health system board of directors ("committee") conducts a comprehensive annual review of all compensation and benefits provided to the organization's officers and key employees, including the ihs chief executive officer (the "ceo"). This annual review compares the total compensation and value of benefits provided to each executive, on a position by position basis, to that provided to functionally similar positions in similarly situated organizations. This review is conducted by the committee with the assistance of a national, independent compensation consultant reporting directly to the committee. The committee has been delegated the responsibility for oversight of executive compensation and is made up entirely of independent directors within the meaning of the "rebuttable presumption of reasonableness" under the federal income tax intermediate sanctions rules. The compensation consultant holds itself out to the public as a compensation consultant, performs these valuations on a regular basis, is qualified to make the valuations of the services involved, and has so indicated in a written certification to the committee. Based upon the advice of the compensation consultant, and applying the board's compensation philosophy, the committee establishes the overall adjustment in compensation and benefits for approximately the top fifty executives in the entire health system (several of which are employees of the filing organization) and delegates to the ceo the authority to make adjustments, consistent with the committee's direction, for the other executives. The committee determines all aspects of the compensation and benefits of the ceo. The committee intentionally takes all the steps necessary to qualify for the rebuttable presumption of reasonableness under the federal income tax law intermediate sanctions rules, including contemporaneous substantiation of all committee meetings and actions. The organization believes it is in full compliance with section 4958 of the irc, provides no more than reasonable and fair market value compensation and benefits for its employees and does not provide any excess compensation or benefits as prohibited by section 4958. The annual review of compensation and benefits was last performed in december 2014 for the following individuals: beth erdman, marilyn rhodes, peter thoreen. For the compensation and benefits of the other persons listed on form 990, part vii, the meriter health services, inc. Board of directors approves compensation philosophy and strategy for all meriter health services, inc. Affiliates, including the foundation. The board of directors authorizes a sub-committee of the board to make compensation decisions while retaining oversight of said committee. External human resources consulting firm is engaged by the board of directors' sub-committee. This firm collects and reviews all organizational information, compensation data, and background information matching all executive positions to survey benchmarks. Using this information the consulting firm produces estimated market values for each executive and recommends any necessary changes with executive compensation to the board committee for their decision. Compensation for non-executives is determined by the meriter compensation committee.”

“The organization's governing documents are available upon request through the iowa health system, our parent organization, legal department. The organization's conflict of interest policy and financial statements are publicly available on the iowa health system website, www.unitypoint.org.”

“Changes in pension liability -5,871. Fmv purchase accounting adjustment -150,828. Release of funds -1,700,001.”