Hamotcole Ventures Inc

“Business relationships: the following officers and directors are employed by upmc cole, a related organization: - ron rapp, chief financial officer - janie hilfiger, president and ceo - steven p johnson, physician/director - david j lopatofsky, md, physician/director - maribeth mclaughlin, physician/director - carrie ennis, physician/director”

“Members: charles cole memorial hospital, also known as upmc cole, a federally tax exempt 501(c)(3) nonprofit corporation, is the sole member of hamotcole ventures, inc. Other than the ex-officio director, directors shall be elected by the sole member, provided that such election shall be subject to the further approval of upmc, which approval shall not be unreasonably withheld. Any vacancy on the board which results from a resolution to increase the number of directors shall be filled by an election by the upmc cole board of directors. The member shall have the following rights and powers: umpc is the parent of hamotcole venturs, inc. Upmc has the rights to do all of the following: (i) approval of operating and capital budgets of the corporation; (ii) entering into new or materially changing existing joint venture arrangements of the corporation; (iii) approval of the terms of any management arrangements with an unrelated third party; (iv) any change in the corporate structure of the corporation; (v) the sale, lease, transfer or joint venture, whether within the system or external thereto, involving substantially all of the assets of the corporation; (vi) the merger, consolidation, divestiture or dissolution of the corporation; (vii) any amendment of the articles of incorporation or the bylaws of the corporation; (viii) sale of any real estate of the corporation; the member and upmc may look to the board of directors to provide governance and oversight with respect to matters which may include developing and implementing the goals and objectives of the corporation in the four key areas of (1) quality performance; (2) financial performance; (3) planning performance; and (4) governance performance.”

“Form 990 review process: the form 990 is prepared by an independent accounting firm based on information supplied by upmc cole. The draft 990 is then reviewed by the finance department. It is then posted to an online portal for the board of directors prior to filing.”

“Monitoring compliance with conflict of interest policy: upmc requires key employed and non-employed personnel to comply with its conflict of interest policies when they engage in upmc-related business. Persons covered by the policies include: -upmc board members, board committee members, corporate officers, and key employees -upmc physicians and non-physician employees who hold a position of influence -identified non-employed members of the upmc medical staff who hold a position of influence or trust-individuals conducting clinical research at upmc, whether or not they are employed by upmc. These individuals are required to complete a questionnaire at least annually, which along with other data is used to identify possible individual and institutional conflicts of interest. If a potential conflict is identified regarding a specific upmc activity, the corporate compliance department, with the assistance of the legal department, either develops a written plan designed to prevent the conflict from influencing decisions related to that activity, or requires that the conflicting relationship be divested, as appropriate. For employed personnel and non-board member, non-employed personnel, the conflict of interest identification and management process is ultimately overseen by an ethics and compliance committee of the upmc board of directors on behalf of upmc and all of its subsidiaries. Potential conflict of interest transactions involving upmc board members and entities with which they are affiliated are monitored and subject to pre-approval by the governance and nominating committee of the upmc board of directors. In addition to the general corporate and board policies described above, upmc has also developed and implemented a separate tax questionnaire distributed to officers, directors, trustees, and key employees annually that specifically addresses disclosure requirements of form 990.”

“Compensation determination: to support upmc's mission and as set forth in the upmc bylaws, the board of directors has formed an executive compensation committee ("committee") and delegated to it the responsibility for establishment and implementation of officer and key employee total compensation programs. As part of this responsibility the committee reports regularly to the board of directors. With board of directors approval, the committee has adopted a formal charter, which includes the establishment of a compensation philosophy and related policies with respect to the total compensation paid by upmc to its officers and key employees. The upmc total compensation program for officers and key employees is predicated upon an incentive compensation component. This component is based upon the accomplishment of predetermined performance goals and objectives which focus on the achievement of multiple annual and three year individual and group performance criteria in the context of appropriate risk taking. These criteria directly support upmc's mission and include: patient quality and satisfaction, community benefits, operational and financial strength, leadership development, and strategic business initiatives among others. The total compensation program is integrated with and reinforces the upmc business planning cycle as well as management development and succession planning processes. It is the committee's judgment that the structure of the total compensation program is vital to, and strongly supportive of, the high level of ongoing success of upmc and fosters the retention of critical officer and key employee talent. The total compensation determination process utilized by the committee is intended to satisfy the "rebuttable presumption of reasonableness" as set forth in the regulations to section 4958 of the internal revenue code ("code"). This means that compensation programs and levels are approved in advance by the committee which is composed entirely of outside directors who do not have a conflict of interest, as defined by the relevant regulations, with respect to the compensation program and levels. The committee obtains and relies upon a broad range of appropriate data as to comparability prior to making its determinations. The committee then contemporaneously documents, in formal meeting minutes, the basis and reasons for its determinations. The total compensation program is designed and administered in accordance with the upmc bylaws, sound business practices, the tenets of common law business judgment and fiduciary responsibility as well as adherence to all relevant federal, state and local laws. In addition to code section 4958, as set forth above, this includes but is not limited to code section 501(c)(3) and the applicable regulations thereunder as well as all laws and regulations prohibiting private inurement, private benefit transactions and discrimination. Further, the committee has identified and adopted, as appropriately modified for upmc, compensation program "best practices" from the business world (e.g. Sarbanes oxley, sec, etc.). The committee believes that while these practices are not required in the tax exempt sector, they are in the best interests of the organization and further support upmc's nonprofit mission. In accordance with the above, determination of total compensation for the ceo is made exclusively by the committee. Determination of total compensation for other officers and key employees is recommended by the ceo and subject to review and approval by the committee. The committee, which meets at least four times a year, obtains professional advice from its own experts, including accountants, executive compensation consultants and legal counsel.”

“Joint ventures: upmc has a formal written policy pertaining to joint ventures between upmc tax-exempt entities and taxable entities. The policy employs an internal procedure for review of all transactions involving potential participation in joint ventures and similar arrangements to ensure that such entities operate in accordance with applicable irs policies and within upmc's charitable purposes.”

“Document availability: umpc's pubic website (www.upmc.com) makes its financial results, conflict of interest process, and various information about governance and oversight available to the public. Additional information may be supplied upon specific request for data not posted to the web site.”

“Board member compensation: no board members receive any compensation for their director duties. Steven johnson, david lopatofsky, maribeth mclaughlin, carrie ennis, and mary ann rigas are compensated by a related organization for their operational roles.”