Home Health and Hospice Care

“The sole member of the Organization shall be SolutionHealth, a New Hampshire voluntary corporation.”

“SolutionHealth is the sole member and parent of Home Health and Hospice Care ("HHHC"). Accordingly, SolutionHealth has the ability to influence and exercise the following powers over HHHC's governing body: - Any action to elect an HHHC Director shall be initiated by the HHHC Board through nominating a candidate to fill the vacancy and shall be authorized by a majority vote of each the HHHC Board and the SolutionHealth Board. - Any action to remove an HHHC Director may be initiated by either the HHHC Board or the SolutionHealth Board and shall be authorized by a majority vote of each of the HHHC Board and the SolutionHealth Board. - SolutionHealth's Chief Executive Officer ("CEO") shall manage the process of recruiting and presenting candidates for President/CEO of HHHC in consultation with the HHHC Board. Any action to appoint the HHHC President/CEO shall be authorized by a majority vote of each of the HHHC Board and the SolutionHealth Board. - SolutionHealth's CEO shall consult with, and conduct a due diligence performance review with, the HHHC Board to determine whether there is a basis to recommend removal of the HHHC President/CEO. Any action to remove the HHHC President/CEO must be initiated by a recommendation of the SolutionHealth CEO and shall be authorized by a majority vote of each of the HHHC Board and the SolutionHealth Board.”

“SolutionHealth is the sole member and parent of Home Health and Hospice Care ("HHHC"). Accordingly, SolutionHealth has the ability to influence and exercise the following powers over HHHC's governing body: - Any action to amend the HHHC Articles of Agreement or its Bylaws may be initiated by action of either the HHHC Board or SolutionHealth Board and shall be authorized by a two-thirds vote of each the HHHC Board and the SolutionHealth Board. - Any action to effect a legal dissolution of HHHC as a corporate entity, or any action to form or to dissolve an affiliate of HHHC, shall be initiated by a proposal of either the HHHC Board or the SolutionHealth Board, and shall be authorized by a two-thirds (2/3) vote of each of the HHHC Board and the SolutionHealth Board. - The SolutionHealth Board shall have sole authority to propose that HHHC merge, acquire, consolidate or affiliate with another hospital, health system, or other like professional entity. - Any action to create, incur or assume any indebtedness for money or any lien by HHHC that exceeds $100,000.00 in the aggregate per year shall be proposed only by the SolutionHealth Board, and such action shall be authorized by a majority vote of each of the HHHC Board and the SolutionHealth Board. - Any action to purchase, sell, lease or transfer assets of HHHC in excess of $100,000.00 in the aggregate in any year shall be proposed only by the SolutionHealth Board, and such action shall be authorized by a majority vote of each of the HHHC Board and the SolutionHealth Board - The SolutionHealth CEO shall, with the assistance of the HHHC President/CEO, manage the development of HHHC's annual operating and capital budgets in consultation with the HHHC Board. - The SolutionHealth CEO shall, with the assistance of the HHHC President/CEO and in consultation with the HHHC Board, manage the development of any proposal to deviate from HHHC's annual operating or capital budget whenever the proposed deviation is greater than five percent (5%). - The SolutionHealth CEO shall manage the development of any proposal to adopt or modify the compensation or benefit programs of HHHC, with the assistance of the HHHC President/CEO and in consultation with the HHHC Executive Committee. - The SolutionHealth CEO shall manage the development of any information technology programs or systems with the assistance of the HHHC President/CEO. - The SolutionHealth CEO shall manage the development of the financial accounting systems of HHHC, and the engagement of HHHC's independent financial auditors, with the assistance of the HHHC President/CEO. - The HHHC President/CEO shall manage clinical/health care service program development and delivery by HHHC. Any action to add, eliminate, or materially modify a HHHC clinical/health care service program shall be authorized by a majority vote of each of the HHHC Board and the SolutionHealth Board. - The SolutionHealth CEO shall manage the development and implementation of the HHHC financial and investment management policies with the assistance of the HHHC President/CEO. - Any action taken by the HHHC Executive Committee involving the exercise of the powers of the Board of Directors shall be reported promptly to the Board, and ratified at the next meeting of the Board of Directors following such action subject to the above powers of SolutionHealth. - The Finance Committee shall have general surveillance over the finances of the Corporation subject to the above powers of SolutionHealth; and the Finance Committee shall review all financial policies annually and make recommendations for changes to these policies, as necessary, subject to the above powers of SolutionHealth.”

“The Form 990 is provided to all board members for review and comment. This review is performed prior to the filing of the Form 990.”

“Home Health and Hospice Care (the "Corporation") shall adopt, implement, enforce and regularly review Policies and Procedures governing conflicts of interest and pecuniary benefits transactions. The Policy and Procedures shall, at a minimum, meet the requirements of New Hampshire law as then in effect, and comply with Guidelines established by the Office of the NH Attorney General, Charitable Trust Unit. Each Director, Officer or Committee member shall have an affirmative duty to disclose to the Corporation each transaction with the Corporation that would be a Pecuniary Benefit Transaction (as defined by RSA 7:19-a) as to that Officer, Director or committee member, and shall be prohibited from participation in the discussion or voting on the transaction. Transactions that provide a direct or indirect pecuniary benefit to any Officer, Director, and the Corporation or any member of his or her immediate family; his or her employer; or, any person or organization of which he or she is a Proprietor, Partner, Officer, Director, or Trustee, are prohibited unless specific exemptions are met (such exemptions are outlined in the Corporate Bylaws and are in accordance with not-for-profit best practices and applicable state law).”

“The compensation for the Organization's President & CEO was evaluated and established by the officers of the board of directors, based on guidance from an outside compensation consultant and market survey data. Additinoally, The SolutionHealth CEO, the Chief Executive of HHHC's parent-organization and sole corporate member, shall manage the development of any proposal to adopt or modify the compensation or benefit programs of HHHC, with the assistance of the HHHC President/CEO and in consultation with the HHHC Executive Committee. Any action to approve such an adoption or modification of compensation or benefit plans must be initiated by a recommendation by the SolutionHealth CEO to the SolutionHealth Board and shall be authorized solely by a majority vote of the SolutionHealth Board.”

“Upon request, Home Health and Hospice Care makes its governing documents, conflict of interest policy, or financial statements available to the public. The organization's most recent Form 990 is also available on their website.”

“The audit process has not changed from the prior year.”