Wisconsin Dialysis Inc

“DELEGATION OF CONTROL OVER MANAGEMENT DUTIES Wisconsin Dialysis, Inc.'s Board Secretary functions as the Organization's Executive Director and compensation is paid by a related organization, University of Wisconsin Hospitals and Clinics Authority (UWHCA). All management duties are provided for under a Management Services Agreement between WDI and UWHCA. Mark A. Hamilton spends 80% of his time carrying out the decision/director of WDI's Board of Directors. WDI incurred and paid $273,011 for his services. The remaining 20% of his time is spent working at UWHCA. WDI's highest compensated individuals with $100,000 or more reportable compensation for services provided to WDI includes Michelle Walker (R.N.), Karen Schlageter (R.N.), Xinliu Meyer (R.N.), Diane Haag (R.N.) and Cheryl Bass (R.N.).”

“MEMBERS OF THE ORGANIZATION Members are all of one class with a 45% ownership by UnityPoint Health-Meriter, 45% owned by University of Wisconsin Hospitals and Clinics Authority, and 10% owned by University of Wisconsin Medical Foundation.”

“POWER TO ELECT OR APPOINT GOVERNING BODY The Board of Directors will be appointed solely by the Members of Wisconsin Dialysis, Inc.”

“GOVERNANCE DECISIONS RESERVED TO PERSONS OTHER THAN GOVERNING BODY The Members of Wisconsin Dialysis shall have the rights to approve, - Merger, consolidation or dissolution of the Company; - Amendment or restatement of the Articles of Incorporation or the Bylaws of the Company; and - Amendment of Management Services Agreement between the Company and University of Wisconsin Hospitals and Clinics Authority.”

“REVIEW OF FORM 990 BY THE ORGANZATION'S GOVERNING BODY A copy of the Form 990 is emailed as an attachment to each Board Member during a brief comment period before it is filed with the IRS.”

“MONITORING AND ENFORCING COMPLIANCE WITH THE CONFLICT OF INTEREST POLICY To ensure that the Organization operates in a manner consistent with charitable purposes and that it does not engage in activities that could jeopardize its status as an organization exempt from federal income tax, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects, to the extent such subjects are applicable: 1) Whether compensation arrangements and benefits are reasonable and are the result of arm's length bargaining; 2) Whether acquisitions of physician practices and other provider services result in inurement or impermissible private benefit; 3) Whether partnership and joint venture arrangements and arrangements with management service organizations and physician hospital organizations conform to written policies, are properly recorded, reflect reason able payments for goods and services, further the Organization's charitable purposes and do not result in inurement or impermissible private benefit; 4) Whether agreements to provide health care and agreements with other health care providers, employees, and third party payers further the Corporation's charitable purposes and do not result in inurement or impermissible private benefit; 5) The policy covers all voting and ex-officer Board Members. Anyone found to be in violation of this policy would be recused from voting on and discussion about the transaction or topic. All review activity of actual or potential conflicts takes place at the full board level.”

“AVAILABILIIY OF ORGANZATION DOCUMENTS All referenced documents are available to the public upon request pursuant to the guidelines of Section 6104(d).”