Caresource Management Group Co

“Effective July 1, 2020 CareSource Management Group Foundation merged into The CareSource Foundation, formerly a subsidiary of CSOH. CareSource is now the sole member of The CareSource Foundation. During 2020 the Company established CareSource Holdings, LLC ("CSH"), CareSource Arkansas Health Plan ("CSAR"), CareSource Management Services Holding, LLC ("CSMSH"), CareSource Rx Innovations ("CSRX"), CareSource Oklahoma Holding, LLC ("CSOKH"), CareSource Oklahoma Health Plan ("CSOK") and Kids CareAlliance ("KCA") to support business development. In addition, CareSource Management Services Co. is now known as CareSource Management Services, LLC ("CSMS"). CSMS is a single-member limited liability company disregarded for federal income tax purposes. THE AMENDED ARTICLES OF INCORPORATION INCLUDED THE FOLLOWING CHANGES: (1)CHANGED THE NAME OF THE ORGANIZATION TO "CARESOURCE" (2) CHANGED THE BUSINESS LOCATION TO THE "DAYTON AREA" (3) UPDATED THE PURPOSE TO INCLUDE A PROVISION OUTLINING TREATMENT OF NET PROCEEDS FROM A LIQUIDITY EVENT, (4) UPDATED THE SOLE MEMBER TO THE DIRECTORS OF THE CORPORATION (5) REMOVED PROVISION OUTLINING THE BOARD OF TRUSTEES (ADDITIONAL DETAIL PROVIDED IN BYLAWS) (6) ESTABLISHED THE LOCATION AND (3) ABOVE AS PERMANENT PRINCIPLES AND (7) ADDED AN AMENDMENT PROVISION TO ESTABLISH THAT ONLY WITH DIRECTORS APPROVAL CAN THE ARTICLES BE AMENDED.”

“The Form 990 was provided to the organization's Audit committee for their review of the return prior to the time of filing Form 990. The Form 990 was made available to each voting member of the governing body of the organization for their review prior to the time of filing Form 990. The Form 990 was reviewed by the CEO, CFO, VP Treasury, Director Tax, Manager Tax, an outside CPA firm, outside legal counsel, and by general counsel prior to filing Form 990 with the IRS.”

“Annually, each director, principal officer and member of a committee with Board-delegated powers ("interested person") shall sign a statement which affirms that such person has reviewed the Statement of Ethical Behavior and Conflict of Interest and Conflicts of Interest Corporate Governance Principles. In connection with any actual or possible conflicts of interest, an interested person must disclose the existence of his or her financial or conflict of interest and must be given the opportunity to disclose all material facts to the directors and members of committees with Board delegated powers considering the proposed transaction or arrangement. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the Board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining Board or committee members shall decide if a conflict of interest exists. An interested person may make a presentation at the Board or committee meeting, but after such presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement that results in the conflict of interest. The conflicted director has no vote on the matter involved with the conflict of interest. At the beginning of each regularly scheduled Board Meeting, the Board Members are asked to disclose if they have a Conflict of Interest on any item contained in the agenda. In addition, the Board Members are also asked to inform the Board if a Conflict of Interest arises during the course of the Board Meeting. When such a conflict is disclosed, then the procedure outlined above is implemented.”

“The Compensation Committee consists of Board Members who are Independent. The Compensation Committee establishes the Company's general compensation philosophy and oversees and approves the development, adoption and implementation of compensation plans and programs for the Company's officers and executives. The Compensation Committee receives a Report of comparability data prepared by an independent compensation consultant surveying data for comparable organizations' reasonable compensation. The comparability data is presented to the independent Board members in a written document in advance of the meeting, and the independent comparability study is presented by the author of the study during the course of the meeting. Additionally, the Minutes of each meeting are prepared, distributed, and approved at the next regularly scheduled Compensation Committee meeting. The Compensation Consultant does no other business with the CareSource Family of Companies other than determining the reasonableness of compensation. At least annually, the Compensation Committee assesses the work of the compensation consultants.”

“The Company's Form 1023 is available for public inspection upon request, and Form 990 is available for public inspection upon request in accordance with IRC Section 6104(d). The company's Form 990 is also available on the U.S. nonprofit database website at www.guidestar.org. The Company does not make its audited financial statements available to the public. The Company's articles of incorporation are available on the Ohio Secretary of State's website at www.sos.state.oh.us.”

“Change in Net Assets is inclusive of the following changes in investment of subsidiaries: (1) Transfer of sole membership of The CareSource Foundation from CareSource Ohio, Inc. to CareSource $552,349 and (2) Valuation of CareSource Management Services LLC $(17,744,158).”

“For a description of the organization changes that occurred during 2020, please refer to Attachment 2, which is the response to Form 990, Part III, Line 4a.”

“Description:consulting total fees:xxx-xx-xxxx”