Geisinger Commonwealth School of Medicine

“In January 2017, the Board delegated to Leadership and/or Board Standing Committees, certain of its general powers, including review of annual board assessment, review and approval of defined contribution plans, orientation of new Board members, continuing education for Board members, approval of indebtedness and the purchase, sale or mortgage of real property up to $15 million and credentialing of providers.”

“Daniel E. Lohr, Esquire, David J. Felicio, Esquire, David T. Feinberg, MD, MBA, Earl Foura, Kevin F. Brennan, CPA, FHFMA, Robert J. Dietz, V. Chris Holcombe PE, and Virginia McGregor all have a business relationship with one another because they serve as officers and/or directors on one or more for-profit affiliate of the entity. All of the affiliates are part of Geisinger.”

“On January 1, 2017, The Commonwealth School of Medicine amended their respective Articles of Incorporation and Corporate Bylaws to reflect the name change to Geisinger Commonwealth School of medicine and add Geisinger health as its corporation member.”

“The Members of the Corporation have the power and authority to elect and remove the Directors; elect and remove the President and fill any vacancy in the office of the President of the Corporation; and, may approve amendments to the Corporate Bylaws in lieu of such approval by the Board of Directors. The Members also have the reserve powers as set forth in the Pennsylvania Nonprofit Corporation Law.”

“The board of directors of the corporation shall serve as the governing body of the corporation. The president of the corporation shall be a director by reason of holding such office. The remaining directors shall be elected by the members at the annual meeting of the members. The members of the corporation may serve as directors and directors may succeed themselves from term to term. Vacancies on the board of directors shall be filled by the members at their discretion at the annual meeting of the members or at a special meeting called for such purpose.”

“All officers and directors were electronically provided a final copy of the Form 990 prior to filing the return with the IRS. An executive summary of the information reported on the return is provided to assist in the review. In accordance with the Geisinger Health Board of Director's Finance Committee Charter, Geisinger organizations' Form 990 filings are reviewed annually. The Form 990 was prepared by an independent accounting firm with information provided by Finance, Tax, Human Resources, Legal Services and other relevant departments within Geisinger. The Chief Financial Officer (CFO) of Geisinger and the individual organizations senior financial managers review their respective Form 990 prior to making the final return available to the board. In addition, the Chief Legal Officer and Chief Human Resource Officer of Geisinger review the information disclosed on the Form 990 relevant to their respective areas of responsibility. For purposes of their annual audit of Geisinger consolidated financial statements, independent auditors review all federal tax returns filed by Geisinger organizations to identify material items, including if there are any uncertain tax positions that may be required to be recognized. The company had no uncertain tax positions required to be reported for reporting period.”

“The Officers and Directors of the Organization are subject to the Geisinger Conflict of Interest Policy for Directors, Officers and Senior Leaders. At least once each year Directors, Officers, Key Employees, Senior Leaders and others designated by the Board of Directors are required to disclose in writing the existence of any potential financial interests that may give rise to a conflict of interest with any affiliate within Geisinger. The disclosures are reviewed by the Office of the Chief Legal Officer and reported to the Audit and Compliance Committees and Board of Directors. After review of the financial interest and all material facts, input from Department of Legal Services and any discussion with the person desired by the Board or Committee, the Board decides if a conflict exists and takes appropriate action. The individual disclosing the financial interest is absent during the Board deliberations and decisions on the matter.”

“The College undertakes a thorough process to ensure that the executive compensation it pays its top management official and all of the officers and key employees is reasonable given the market in which the College competes and operates. In relevant part, the board of directors has established a Compensation Committee of Independent persons who have no personal interest in the proposed compensation agreement. The Compensation Committee contracts with a compensation consultant every two years to complete a market assessment and competitive analysis for the College's top executives. The compensation consultant utilizes comparability and benchmarking data to ensure that the College compensates its executives commensurate with the market. The Compensation Committee will then set the compensation for the President and Dean and document the decision in board minutes. Other positions are set by the President and Dean given market assessments and competitive positions, as well as information from the executive compensation review. These determinations are documented by the Consultant, reviewed and approved by the Compensation Committee and approved by the full Board. Subsequent to our acquisition by Geisinger Health on January 1, 2017, the process to review and approve compensation of Geisinger employed Board Directors, Officers, and Executive Management is designed to satisfy the rebuttable presumption procedure available for intermediate sanction purposes. The process requires a review of compensation determinations by disinterested parties, use of appropriate comparability data and contemporaneous documentation of the process. On an annual basis, an independent nationally recognized compensation consultant completes a comparative assessment of compensation for the CEO and senior management within Geisinger. The consultant's report is presented to the Geisinger Family Committee prior to any compensation adjustment. The report supports the rigorous review completed by the Geisinger Family Committee to ensure that the program is responsible to the Geisinger Charitable Mission, reflects reasonable compensation within the nonprofit market and is compliant with IRS's intermediate sanction requirements.”

“The College makes its 990 available to the public by retaining a copy at its place of business. The Form 990 is likewise published on the internet at www.guidestar.org. The organizations's financial statements, governing documents, and conflict of interest policy are not ordinarily made available to the public, but if requested, will be provided at management's discretion.”

“Students engage in a community public health project, emphasizing gcsm's commitment to improving the quality of health care in our region. In addition, each student must complete 100 hours of community service in northeast or north central pennsylvania. Gcsm faculty have been recognized nationally and internationally for their scholarly work, publishing hundreds of scholarly papers, and presenting at conferences, and to date have been awarded over $5.3 million in research grants, $5.8 million in training and education grants and $2.8 million in equipment/other grants. The college focuses on creating a unique medical education experience that fosters collaboration among interdisciplinary team members, patient-centered care, and improving the health of the local population. The college began offering academic programs and award degrees in a program in medicine leading to the degree of doctor of medicine (md) and in a program of biomedical sciences leading to the degree of master of biomedical sciences (mbs). Gcsm also partners with east stroudsburg university to offer a joint md / master of public health (mph) degree. The college continued its programs to support the basic and clinical sciences through biomedical, behavioral, epidemiological, educational and health sciences research. In may of 2010, gcsm's first class of mbs students graduated and in may 2017 our eighth class graduated. Gcsm graduated its charter doctor of medicine class in may 2013 and a fifth class in may 2017.”

“Did the organization have a tax-exempt bond issue with an outstanding principal amount of more than $100,000 as of the last day of the year, that was issued after December 31, 2002? Geisinger Health (GH) is currently the sole obligor under a series of bond issues with a total outstanding balance of $1,766,170,995, inclusive of unamortized original issue discount as of June 30, 2017. Because the bond proceeds are disbursed to GH subsidiaries, the bond liabilities are reflected on the balance sheets of the respective subsidiary organizations. Schedule K was prepared on a consolidated basis and is included in the Form 990 filing of Geisinger Health, EIN: 23-1995911.”

“CHANGE IN FAIR VALUE OF INTEREST RATE SWAPS 2,409,646. LOSS ON EXTINGUISHMENT OF DEBT -2,828,998. FAIR VALUATION OF ASSETS & LIABILITIES 11,026,276. Effective January 1, 2017, GSCM was acquired by Geisinger Health. As part of that acquisition GCSM evaluated all assets and liabilities and adjusted to fair market values.”