Empath Health Inc.

“The board of directors has an executive committee, which consists of the chairman of the board, the vice chairman of the board, the president/chief executive officer, the secretary, and the treasurer. The board of directors may designate, from its members, up to two additional directors to serve as members of the executive committee. When the board of directors is not in session, the executive committee has and may exercise all of the powers of the board of directors, except to the extent, if any, that such authority shall be limited by a resolution adopted by a majority of directors in office.”

“Rafael sciullo, mitchel morel, linda plaster, and patrick barmore are all officers and/or board members of hospice systems, inc., a related, for-profit, company.”

“The organization retains the expertise of an independent tax advisor to assist in the preparation and review of its irs form 990. Prior to filing the irs form 990, management and the independent tax advisor review the tax return and all required disclosures. The form 990 is then reviewed by the audit committee, consisting of independent directors of the organization. The audit committee makes a recommendation to the board of directors to accept or reject the form 990. The form 990 is then provided to the full board of directors for their review prior to filing with the irs.”

“All officers, directors, trustees, key employees, and highest paid employees (interested persons) of the organization have a duty to avoid conflicts of interest, both real and perceived, which may negatively impact the organization or those it serves. The organization's interested persons are to be guided by the organization's mission, vision and values, and to serve patients, families, and the general public without need for any personal favor or gain. The organization's ethics and compliance plan emphasizes the duty interested persons have to disclose any actual or potential conflicts of interest that may benefit their private interests or result in a possible excess benefit transaction. Conflicts are disclosed annually on a conflict of interest questionnaire that is distributed to the officers, directors, key employees, and highest compensated employees. In the event of any actual or potential conflicts of interest, interested persons must disclose the existence of their financial interest and disclose all material facts to the board chair, ceo, or other designated persons. If it is determined that an actual conflict of interest exists between the organization and an interested person, the party with a conflict of interest but abstain from any discussion or voting on the transaction or arrangement involving the conflict of interest. At each board meeting, board members are reminded that they have signed a conflict of interest disclosure and are asked to review the agenda. At that time, for the record, they are to disclose any items with which they may have a conflict of interest.”

“The executive committee of the ehi board meets annually to review and approve the compensation of the president and ceo. The executive committee's review of ceo compensation includes information provided in the most recent external compensation review. The compensation of the organization's other officers is also determined by ehi. The compensation of other officers is reviewed on an annual basis by the ceo of ehi. After reviewing officer compensation, the ceo's recommendations are then approved by ehi's board of directors. These reviews are documented in each employee's file. The review of other officers' compensation includes information provided in the most recent external compensation review. External compensation reviews are performed according to the following process: every 3-5 years human resources will employ a well-recognized, independent compensation consultant to review the market ranges for the ceo of ehi. The review will include a national comparison of similar jobs at similarly situated companies in order to make certain that these key employees are paid within a reasonable and appropriate range. The resulting recommendations will be reviewed by the executive committee to recommend any market-based changes or to ensure that the current compensation of these individuals are correct. During this review, human resources will also give the executive committee a broad overview of the structure of the full organization's compensation system, including the philosophy and systems set in place to manage it.”

“Financial statements, governing documents, and conflict of interest policies are not required disclosures and, therefore, are not available to the public at this time.”

“Change in fv of interest rate swap -243,614. Transfer of assets 224,245. Debt forgiveness -11,900. Investment income of non-consolidated entities 6,799,584. Net assets released from restriction 946,835.”

“Oversight of audit and selection of independent accountant: there are no changes from the previous year.”