Hamotcole Ventures Inc

“Business relationships: the following officers and directors are employed by upmc cole, a related organization: - ron rapp, chief financial officers - janie hilfiger, president and ceo - michael callahan, do, physician/director - 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 then posted to an online portal for the board of directors prior to filing.”

“Monitoring compliance with conflict of interest policy: members of the board of directors; board committees; senior leaders; middle management employees; and medical staff with administrative responsibilities are covered under the conflict of interest policy and are required to complete a conflict of interest statement annually(calendar year). Pursuant to the amended bylaws effective march 1, 2018, section 11.6, "the board shall adopt and maintain a policy consistent with the policy of the member with respect to conflicts of interest on the part of the directors, officers, senior management, physicians, and other staff, as applicable, which shall include a procedure with respect to disclosure and review of actual or potential conflicts and related information. The conflicts of interest policy of cole in effect at the effective time shall remain in effect until such time as the board adopts a policy consistent with the policy of the member." for 2019, the conflict of interest policy and conflict of interest statement was reviewed 09/10/19 and, thereafter, the conflict of interest statements distributed to the noted parties for completion. The levels at which conflict of interest statements were reviewed, for the period 07/01/19 - 06/30/20, were the compliance officer and, thereafter, the then existing governance oversight committee of the board of directors on 09/18/19. As to restrictions a member of the board or board committee must disclose the existence of his/her financial interest after which a determination of conflict of interest will be made. A voting member of the board of directors who receives compensation directly or indirectly, and a voting member of any committee whose scope of responsibilities include compensation matters and who receive compensation, directly or indirectly, are precluded from voting on matters pertaining to that member's compensation; physicians who receive compensation, directly or indirectly, are precluded from membership on any committee whose primary scope of responsibilities includes compensation matters; and a management employee or a medical staff member with administrative responsibilities must disclose to the senior leader the existence of the financial interest and all related material facts. Also the contracting policy contains a provision for disclosure of a financial interest on the contract routing form.”

“Compensation determination: the senior director of compensation for upmc partners with e&y and korn ferry annually to conduct a market analysis for ceo's & top 10 executive vp's. The market review is then presented to their executive compensation committee for review and approval.”

“Document availability: the organization's conflict of interest policy and governing documents can be viewed onsite through a written request to the organization's corporate compliance officer. Requests for financial statements and 990's are forwarded to the finance / accounting department and are open for public inspection.”

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

“Other changes in net assets: $990,000 transfer to umpc cole”