Laurel Management Services

“Key employee Steve Johnson and Charlie Santangelo serve on the board of a related taxable organization.”

“Susquehanna Health System (SHS), EIN 23-2751183, may elect or remove members of the governing body.”

“All the business and affairs of the corporation shall be managed and controlled by the Board of Directors, subject to the oversight of the sole Member, Susquehanna Health System (SHS), except that the following powers are reserved exclusively to the sole Member of the corporation, and no attempted exercise of any such powers by anyone other than the sole Member shall be valid of any force or effort whatsoever. The sole Member shall have the exclusive authority to exercise the following powers: A.) to appoint or elect the directors, B.) to appoint and remove the President following consultation with the Entity, C.) to approve the nominees for elected officers and to return the list of approved nominees to the governing bodies for election, D.) to remove, with or without cause, any director or any elected officer, E.) to amend the Governing Instruments and to approve all amendments to the Governing Instruments which are proposed for adoption, F.) to approve the annual operating and capital budgets, G.) to establish requirements for a unified budget, H.) to approve the incurrence or issuance of debt proposed by Entity and the encumbrance of any Entity assets to secure such incurred debt. I.) to incur debt (or cause debt to be incurred) on behalf of the Entity, J.) to require contributions in cash or cash equivalents to support the working capital needs or capital projects of any one or more System entities, K.) to require that any debt incurred on a System-wide basis by or at the direction of SHS shall be the joint and several obligation of each Entity, L.)to direct or approve any cash contributions or any other capital contributions made by one System Entity to another System Entity, M.) to allocate any financial resources in such manner as SHS determines to be necessary, N.)to approve the sale, transfer, or other disposition of Entity or Entity property unless it is made in the ordinary course of business or involves assets with a fair market value of less than one hundred thousand dollars, O.) to direct the transfer of property from the Entity to one within or not within the limits of the System's approved investment policy, P.) to approve of any investment of assets by Entity not within the limits of the System's approved investment policies, Q.) to establish requirements for the approval of the acquisition, purchase, sale, transfer, encumbrance, leasing, construction or demolition of land or building outside the ordinary course of business, R.) to approve any decision with respect to the addition, modification or discontinuance of any patient care or diagnostic program or health care service, S.) to approve any change in licensure of Entity; licensure of any Facility certification, registration, accreditation, permit or related approval of any activity, T.) to require Entity to add, modify, relocate or discontinue any patient care or diagnostic program or health care service, U.) to approve or direct any merger, consolidation, organization, reorganization, joint venture, corporate division, sale, conversion, lease or exchange of substantially all the assets, dissolution, liquidation or any other modification of corporate structure or affiliations affecting the autonomy, governance, or operations, and the creation or acquisition of any new affiliate by Entity, V.) to dissove or terminate the existence of Entity and dissolve or terminate the existence of assets upon such termination or dissolution, W.) to coordiante managed care plans involving Entity, including decisions concerning entry into or renewal of any contract or agreement relating there to, X.) to develop and/or enter into key strategic relationships on behalf of Entity, Y.) to select any outside financial auditors, general legal counsel or investment advisors to provide services on behalf of the Entity.”

“A high-level overview of Form 990 is presented to the parent Board of Directors (Susquehanna Health System, EIN 23-2751183) before filing and complete drafts of all returns are made available to all Board members through the CEO's and CFO's office.”

“Annually on the 1st day of January, Susquehanna Health System sends to all directors, officers, management staff and contracted physicians a questionnaire to be completed and returned by January 15th. A report is submitted to the Board of directors to notify them of any conflicts of interest disclosed.”

“On a bi-annual basis an independent compensation consulting firm performs an analysis of the leadership salary structure in relationship to the labor market using data from four different salary surveys. Their analysis is reviewed with the Governance Committee of the Board of Directors. The firm then outlines its recommendations for the proposed executive salary structure to the committee for their consideration and approval.”

“Governing documents and financial statements are available to the public upon request. The conflict of interest policy is also available upon request.”

“Explanation: Susquehanna Health System EIN #23-2751183 utilizes a common paymaster which includes the entities: Divine Providence Hospital EIN # 24-0499343 Muncy Valley Hospital EIN # 24-0806023 The Williamsport Hospital EIN # 24-0795508 Susquehanna Health Foundation EIN # 23-2743470 Susquehanna Physician Services EIN # 23-2449454 Williamsport Area Ambulance Services EIN # 23-2416166 Laurel Realty EIN # 23-1403678 Laurel Management Services EIN # 25-1644910 Soldiers & Sailors Memorial Hospital EIN # 23-2176963 The Green Home EIN # 24-0804365 Tioga Healthcare Providers EIN # 25-1765538 Tyoga Carenet EIN # 25-1810967 The total number of employees reported on Form W-3 would be 3956 for Susquehanna Health System EIN # 23-2751183. Of that total 27 employees payroll expenses were recorded by Laurel Management Services.”

“The organization did not change its oversight process or selection process.”