Healthwise Incorporated

“The Organization's Bylaws were updated during the tax year. Article III now permits compensation for virtual attendance at Board meetings and terms of less than 3 years to equalize director classes.”

“There are no committees with broad authority to act on behalf of the board.”

“Prior to filing the Form 990, the CEO, CFO, and General Counsel conduct a review and then each member of the Board of Directors is provided a copy of the Form 990 to review. The directors are encouraged to ask any questions regarding the filing and are given the opportunity to contact the CEO, CFO and/or General Counsel. If a regular board meeting is not scheduled prior to the filing, then at the discretion of the board, if they deem it advisable, a special meeting may be called to discuss the Form 990.”

“All directors and officers are required to comply with the Healthwise conflict of interest policy during their employment or service. Annually, they are required to sign a statement affirming: they have read and understand the Healthwise Conflict of Interest Policy regarding interested persons/financial interest, agree to comply with the Policy, understand that Healthwise is a charitable organization and, to maintain its Federal tax exemption, it must engage primarily in activities that accomplish one or more of its tax-exempt purposes. This statement also requires they specify if they do or not have an actual or possible conflict of interest (as defined in the Policy) and if so, that they disclose this information. The General Counsel reviews the completed statements and presents any disclosed actual or possible conflicts of interest to the Board and/or Audit, Finance and Compensation Committee for review and a determination of whether a conflict exists, and if so, address such conflict. In addition, the General Counsel annually reviews with the Board and/or Audit, Finance and Compensation Committee transactions between Healthwise and organizations, which have an affiliation with a director or officer involving a financial interest (based on their completed statements) for a determination of whether a conflict exists and to seek approval or ratification of the transaction and its related agreements, as necessary.”

“The following procedures are in place for annually setting and reviewing CEO, officers and key employees' compensation: 1. Compensation is reviewed and approved by the Audit, Finance and Compensation Committee (AFC Committee). Persons with conflicts of interest for a particular position are not involved in review or approval for such position. 2. Compensation is reviewed and approved using comparable compensation data provided by an independent compensation company for similarly qualified persons in functionally comparable positions at similarly situated organizations. The source data used is based on multiple compensation surveys. 3. There is contemporaneous documentation and record keeping with respect to the deliberations and decisions regarding the compensation arrangements. The documentation includes terms of compensation, members of the Committee/Board present for the decision and discussion, comparable data used and the basis for the decision made. 4. The Board has access to all AFC Committee decisions regarding the results of this process and, in addition, the Board directly handled the setting of the compensation for the CEO. 5. Additionally, the AFC Committee periodically engages independent compensation consultants to review and analyze total compensation for specific officer positions, and the terms and compensation relating to retention and incentive compensation agreements and severance plans, against survey and/or peer group data and/or industry and comparable benchmark data. In connection with these engagements, the AFC Committee generally seeks an opinion from the independent compensation consultant on the reasonableness of the compensation package and/or terms relating to the retention and/or incentive agreement or severance plan. The review, deliberation and approval specified in items 1-4 above along with the analysis and opinion of the independent compensation consultant was used by the AFC Committee and Board with regard to Plan compensation matters and compensation of the CEO.”

“A copy of any of these documents, such as but not limited to, the Form 990, Articles of Incorporation, Bylaws, Conflict of Interest Policy and Financial Statements are available upon request from the CEO, General Counsel or the CFO's office.”