Corewell Health

“Delegate broad authority to a committee: committees - the chair of the board of directors may establish such standing or special committees from time to time as he or she will deem appropriate to conduct the activities of the corporation, and will define the powers and responsibilities of such committees. Persons who are not members of the board of directors will be eligible to serve on committees other than the executive committee. The members and chair of all committees will be appointed by the chair of the board of directors for a one (1) year term or until their successors are duly elected, but will be subject to removal at any time by the chair of the board of directors. A committee will have the specific powers and responsibilities as determined by the board of directors excluding those powers and responsibilities retained by the shareholders or board of directors pursuant to the articles of incorporation or bylaws of the corporation. Executive committee - the chair of the board of directors may appoint an executive committee consisting of the chair of the board of directors, the vice chair, and such additional directors as the chair of the board of directors may determine from time to time. The executive committee may exercise all powers and authority of the board of directors in managing the corporation between meetings of the board of directors (within the limits prescribed by the articles of incorporation or bylaws of the corporation or by law) or may have such specific powers and responsibilities as determined by the chair of the board of directors.”

“Family/business relationships amongst interested persons: alicia torres ann harten birgit klohs christina freese decker douglas baker douglas dozeman edwin ness elaine wood howard morof kimberly thomas matthew cox mina sooch nicholas gates ora pescovitz praveen thadani richard devore have a business relationship as they serve as an officer or director of priority health managed benefits, inc. A related taxable entity.”

“Delegation of management duties the filing organization entered into an agreement with priority health managed benefits, inc., a wholly owned subsidiary of corewell health, to provide personnel, office space, and supplies necessary to carry out business operations. Priority health managed benefits, inc. Facilitates payment of most management, operational, and administrative expenses on behalf of the filing organization. Priority health's governing body retains control of the activities of phmb as the governing bodies of priority health and phmb are comprised of the same directors and officers.”

“Classes of members or stockholders: the organization has two shareholders as follows: corewell health (ein 38-3382353), class a shareholder - 94.44% munson healthcare (ein 38-2640544), class b shareholder - 5.56% all shareholders are tax-exempt internal revenue code section 501(c)(3) organizations.”

“Members or stockholders electing members of governing body: election of members and their rights from priority health bylaws: 6.2 number and class of directors. The board of directors will be composed of not less than fifteen (15) and not more than twenty-one (21) members, to be determined as followed: 6.2.1 in addition to the requirement of mcl 500.3511(1), if applicable, that at least one member of the board of directors represents the membership of the health maintenance organization, at least one-third (1/3) of the directors (including any member representative required by law) will be adult enrollees of priority health or an affiliate elected pursuant to section 6.3 below. At least one (1) of such adult enrollee directors will be from the corporation's northern service area that is also served by the class b shareholder. 6.2.2 one (1) of the directors will be appointed by the class b shareholder. 6.2.3 the remainder of the directors will be appointed by the class a shareholder. If all of the class a shareholder director appointments are not full, the president of the corporation shall automatically be appointed as one of the class a shareholder appointees upon appointment to the position of president of the corporation and shall serve as an ex-officio voting member of the board of directors. 6.3 election of adult enrollee members. The governance committee or similarly delegated committee of the board of directors will solicit names of potential candidates from the members, shareholders, directors and community. The committee will submit to the board of directors a list of nominees for election to the board of directors as adult enrollee representatives. At least one (1) member will be nominated for each directorship to be filled at such annual meeting. No more than two (2) persons employed by or affiliated with any one (1) employer or other group may be nominated. 6.4 term. The adult enrollee members will be divided into three (3) classes, which will be as evenly divided as possible. The terms of office of the classes will expire in three (3) successive years, with one (1) class expiring each year. Each elected director will be elected for a term of three (3) years (except for the directors elected immediately after adoption of this section 6.4 who will serve the terms designated by the board of directors). The directors appointed by the class a and class b shareholders will serve one (1) year terms or until such time as their successor is appointed. The director appointed by the class b shareholder will serve until such time as his or her successor is appointed. 6.5 vacancies. Any vacancy in a board of director position designated by the class a and class b shareholders will be filled by the class a and class b shareholders, respectively. Any vacancy in a position for an adult enrollee will be filled by the remaining adult enrollees on the board of directors. Each person appointed to fill a vacancy will complete the unexpired portion of the original term of the director being replaced or such term as designated by the shareholder, following nonbinding consultation with the chair of the corporation's board; or (ii) allow the seat to remain vacant until an individual is appointed by the shareholder pursuant to section 6.4 of these bylaws.”

“Decisions requiring approval by members or stockholders: note that references in organizational documents are specific to the entity corewell health - the majority shareholder of priority health. Decisions subject to approval of shareholders (not members) certain decisions are subject to approval of shareholders. From priority health bylaws: 2.2 class a shareholder's reserved powers. The class a shareholder shall have the reserved powers set forth in this section 2.2. The corporation's board of directors may recommend action to the class a shareholder with respect to the reserved powers set forth in this section 2.2. The actions listed below may, notwithstanding any other provision of these bylaws or the articles, be unilaterally caused and/or taken by the class a shareholder, within its sole and exclusive power and discretion, and shall not be deemed authorized unless and until approved by the class a shareholder: 2.2.1 amendment of the articles of incorporation or bylaws of the corporation as provided in section 13.1 of these bylaws; 2.2.2 election and/or removal of the class a shareholder-appointed members of the corporation's board of directors pursuant to article vi of these bylaws; 2.2.3 election and/or removal of the corporation's chair of the board of directors; 2.2.4 hiring, discharge, and evaluation of the corporation's president following consultation with the corporation's board of directors pursuant to section 7.3; 2.2.5 adoption of the corporation's strategic plan(s); 2.2.6 adoption of the corporation's annual operating and capital budgets, and any amendments to such budgets in excess of the authority matrix amount; 2.2.7 all capital expenditures by the corporation in excess of that amount (the "authority matrix amount") set forth in the authority matrix for capital expenditures and loans to non-corewell health entities (the "expenditure authority matrix"), a current copy of which is attached hereto as exhibit a and which may be amended from time to time by corewell health; 2.2.8 all borrowings or guarantees of indebtedness by the corporation (or any entity controlled by the corporation), including any operating lease in an amount greater than one million dollars ($1,000,000.00) during the initial lease term, not including renewals and/or extensions; 2.2.9 all lending by the corporation (or any entity controlled by the corporation) to persons other than corewell health or an entity controlled by corewell health in excess of the authority matrix amount; 2.2.10 the corporation's investments of cash and/or reserves, whether on an individual basis or as part of a pooled investment strategy; 2.2.11 any merger or consolidation of the corporation (or any entity controlled by the corporation), or any other change in ownership percentages, control, or capital structure of the corporation (or any entity controlled by the corporation); 2.2.12 the purchase of all, or a majority of, another corporation limited liability company, partnership or other legal entity's stock, membership interest, partnership interest, other ownership interest, or assets; 2.2.13 the creation of any entity controlled, directly or indirectly, by the corporation; 2.2.14 the sale or transfer of more than ten percent (10%) of the assets of the corporation (or any entity controlled by the corporation) to any person or entity not controlled by corewell health; 2.2.15 dissolution of the corporation; 2.2.16 the selection, retention, and oversight of the outside auditors for the corporation (or any entity controlled by the corporation); and 2.2.17 in other cases when required by law or as otherwise provided in these bylaws. The class a shareholder, prior to exercising any of the reserved powers set forth above, shall notify the class b shareholder (provided such action is not taken at a duly called meeting of the shareholders, board of directors or any designated committee). 2.3 class b shareholder's reserved powers. The class b shareholder shall have the re”

“The form 990 is prepared by corewell health corporate tax. The tax return is reviewed by the corporate tax manager and the vp tax. A second review is performed by an external cpa firm with expertise in tax-exempt return preparation. It is then reviewed by the organization's finance and legal departments. A copy of the form 990 is then provided to each member of the governing body. All questions are addressed prior to filing the form 990.”

“Conflict of interest policy board of directors 1. Conflicts of interest must be disclosed, via an annual electronic disclosure process and verbally at each board and board committee meeting as part of the declaration of conflict of interest prior to discussion of any agenda items. 2. A person having a financial interest in a proposed transaction or arrangement may make a presentation at a meeting of the board or committee which is considering that transaction or arrangement, but after that presentation he/she shall leave the meeting before discussion and voting on that proposed transaction or arrangement. The person having the financial interest shall not be counted in determining whether a quorum is present. 3. The chairperson of the board or the committee chair shall, if appropriate, appoint a disinterested person or committee (including outside advisors) to investigate alternatives to the proposed transaction or arrangement, and to advise whether the proposed transaction or arrangement is in the organization's best interest. 4. The board or committee shall exercise due diligence to determine whether the organization can, with reasonable efforts, obtain a more advantageous transaction or arrangement that would not give rise to a conflict of interest. 5. If a more advantageous transaction or arrangement is not reasonably attainable under circumstances that would not give rise to a conflict of interest, the board or committee shall determine by a majority vote of the disinterested directors and members whether the proposed transaction or arrangement is in the organization's best interest and for its own benefit and whether the transaction is fair and reasonable to the organization, and shall make its decision as to whether to enter into the transaction or arrangement in conformity with such determination. 6. The minutes of the meetings of the board and all of the organization's committees shall set forth: a) the names of the persons who disclosed a financial interest in a proposed transaction or arrangement involving the organization or any of its subsidiaries and the nature of the financial interest; and b) the names of the persons who were present for discussions and votes relating to such transaction or arrangement, including any discussion of alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with that matter. The votes of individual members need not be recorded unless otherwise directed by the board of directors or committee. 7. There is an ongoing requirement that members of the board and board committees update their annual disclosure questionnaire at any point during his/her tenure on the board of directors when a new potential conflict of interest arises. Management 1. Upon acceptance of an employment offer, each member of management (directors and above) complete a conflict-of-interest disclosure questionnaire. A copy of the member of management's disclosure questionnaire is sent to the organization's system compliance department. A copy of the member of management's disclosure is reviewed by the organization's compliance operations analyst and escalated to the appropriate executive leadership team, if necessary. 2. Annually, each member of management (directors and above) completes an annual conflict of interest disclosure questionnaire electronically. If there is an affirmative disclosure, the questionnaire is reviewed by the appropriate executive leadership team. 3. There is an ongoing requirement to update the disclosure questionnaire when a new potential conflict of interest arises. Updated disclosures follow the same process as initial disclosures described above. 4. The compliance officer, in consultation with executive management, determines how reported conflicts should be managed. Management of a conflict may take a variety of different forms from implementation of a management plan to requiring that the member of management cease the activity creating the”

“The organization's articles of incorporation and statutory financial statements are on file with the state of michigan and available to the public on the state's website. The organization's bylaws and internal policies are generally not made available to the public.”

“As a requirement of the aca, each state selects an essential health benefits "benchmark plan" that serves as a reference for all other health plans to follow (individual and small business), when designing the scope and limitations surrounding covered services. A benchmark plan is chosen by each state every five years. Priority health was selected as the state's benchmark plan in 2012 and is the only health plan in michigan to ever earn this designation. Starting in 2017 (continuing in 2018 and forward), the michigan department of insurance and financial services (difs) has recommended the priority health hmo plan to continue to serve as the essential health benefits benchmark for the state. The recommendation underscores priority health's ability to deliver incredible value and create innovative solutions that impact health care costs while maximizing customer experience. Priority health's hmo plan was selected because difs believes it achieves the best balance between comprehensiveness and cost-effectiveness for michigan consumers. The michigan association of health plans (mahp), an industry voice for the state's health care plans, recognizes best practices in health plans by sponsoring the pinnacle awards. Health plans are recognized for achievements in addressing the challenges of a shifting healthcare environment through improvements in operations, clinical services, disease management and community outreach. The pinnacle award continues to serve as an emblem of excellence to the member plans that are recognized. In 2021, priority health won a pinnacle award for its medicaid product with their asthma environmental housing project. The priority health medicaid asthma environmental housing program reduced emergency department visits by 61.4% and decreased annual medical spending by over $675,000. The program's goal was to improve housing related aspects of poorly controlled asthma for 25 households in kent county. The program provided households with tailored asthma education, an asthma management plan, community health worker support, care management services, if necessary, and housing repairs or removal of environmental triggers where possible. Nearly 1.5 million michigan adults have a mental health condition, according to the national alliance on mental health. In 2023, to support the mental health of all michigan residents, priority health offered free access to mystrength, a digital mental health app, to michigan residents ages 13 and up. The app features information, activities, and online services to help users manage stress, reduce anxiety, and improve their mood. In 2023 priority health announced that it had developed a new program with canines for change to help reduce anxiety and encourage learning for students. Priority health partnered with canines for change to launch priority pups - a signature program of priority health for good sponsoring trained facility dogs to be placed in select school districts to ease anxiety and support kids as they learn. The program helps address a variety of behavioral health needs in a place where kids spend so much of their time: at school.”

“Change in nonadmitted assets -14,593,585. Aggregate write-ins for gains(loss) in surplus 11,774,526. Dividend from affiliate 65,000,000.”

“The organization's financial statements are audited annually by an independent accounting firm. The parent organization issues gaap basis financial statements which are prepared on a consolidated basis and not on a standalone basis. The organization is included in the consolidated financial statements. The organization is audited annually on a stand alone basis and issues financial statements on a stand alone basis which are prepared in accordance with sap (statutory accounting principles), as required by regulatory authorities. The amounts in this form 990 reconcile to the financial statements prepared under statutory accounting principles as submitted to the state of michigan and the national association of insurance commissioners (naic).”

“No change in oversight from prior year.”