Charlevoix Nursing Home Corporation

“The entity has two shareholders: - mclaren northern michigan, a michigan nonprofit corporation - munson healthcare charlevoix hospital, a michigan nonprofit corporation”

“The annual meeting of the shareholders of the corporation shall be for the purpose of electing the board of directors and transacting such other business as may properly come before the meeting. Mclaren northern michigan has one more vote than the other shareholder.”

“The following actions may be taken only by the shareholders of the corporation, and shall be authorized only upon receiving the unanimous approval of the shareholders: [a] the issuance of additional stock of the corporation and the establishment of the consideration upon which additional stock of the corporation may be issued; [b] the establishment of all operating or capital expenditure budgets for the corporation; [c] the borrowing or lending of money in an amount exceeding $10,000 per loan, or exceeding $25,000 in the aggregate in any fiscal year, respectively; [d] the adoption, amendment or repeal of the articles of incorporation or the bylaws; [e] the adoption, execution, revocation or abandonment of a plan of merger, consolidation, reorganization, dissolution or other major corporate change; [f] the purchase, lease or other acquisition of real or personal property with a value in excess of $25,000 per transaction or series of related transactions, other than the purchase, lease or other acquisition of inventory in the ordinary course of business; [g]the sale, lease, exchange, encumbrance or other disposition of any of the property or assets (including without limitation any contract rights) of the corporation with a value in excess of $25,000 per transaction or series of related transactions, other than the sale, lease, exchange, encumbrance or other disposition of inventory in the ordinary course of business; [h] the acquisition or sale of any entity or business; and [i] all non-budgeted expenditures in excess of $25,000 and each series of related non-budgeted expenditures in excess of $25,000. In addition, the mnm board of trustees and each mnm subsidiary or affiliate will not do the following without mclaren (acting through its board) approval: [j] issue notes, bonds or other evidence of indebtedness [k] sell,covey, assign, transfer, alienate, pledge or encumber real property with an annual aggregate value in excess of $250,000 [l] purchase or acquire additional real property with an annual aggregate value in excess of $250,000 [m] approve unbudgeted capital expenditures in excess of $250,000 in the annual aggregate”

“The form 990 data is prepared internally and submitted to our auditing firm for return preparation. Once the returns have been completed, the forms are reviewed by entity cfo and the finance leadership of mclaren health care (mhc). Copies of draft returns are made available to the mhc board members, who serve as the overall governing board. Returns are available for all corporations of which mhc is the sole member as well as other related entities of those corporations for review rather than having the local boards review the returns. The board of mhc is the ultimate accountable organization for the system; as such it is the overall governing board of the system, whose responsibilities include but are not limited to: approving all subsidiary board members, financial budgets, and issuance of debt.”

“The corporate compliance department, in accordance with the mclaren health care (mhc) board conflict of interest policy, annually distributes the conflict of interest disclosure survey to all mhc corporate and subsidiary organization board members, executives and other leadership employees. The corporate compliance department through the governance committee, compiles and analyzes survey data by organization, investigates and reviews potential conflicts with the organization's ceo and board chair, and when necessary, recommends actions to be taken to resolve identified conflicts. A complete report of all corporate and subsidiary board member and executive disclosures, conflicts identified and actions taken is reviewed by the mhc governance committee and each subsidiary ceo and board chair receives a report specific to their organization's board members and executives. Conflicts are disclosed to the full board and board committees so appropriate actions can be taken. Actions may include prohibiting a board member from participating in deliberations involving transactions with a company with which they conduct financial transactions; board members failing to complete a disclosure survey or intentionally failing to report a known conflict of interest are relieved of their service to mhc.”

“The compensation committee is appointed by the board of directors to review the performance and recommend the total compensation package of the mclaren healthcare corporation's ceo to the board. Further the committee establishes the salary ranges and perquisites of the other most highly compensated officers (mhc executive & senior vice-presidents and ceos of mhc subsidiary organizations) to the board. The members of the committee must meet the independence requirements of the applicable provisions of section 4958 of the internal revenue code of 1986, as amended and final treasury regulations section 53.4958-6(c)(1)(iii). The committee retains the services annually of an independent firm with significant qualifications and experience to conduct a review of the corporation's executive compensation program. The retained firm utilizes appropriate compensation comparability data. The retained firm conducts analysis of the competitiveness of these programs and expresses an opinion to the reasonableness of these compensation programs. All data utilized by the committee, deliberations of the committee, and final compensation decisions by the committee are documented in formal reports and minutes. The corporate compensation committee works under and periodically renews the mclaren health care corporation compensation committee charter. The most recent year this process was undertaken was fiscal year 2024.”

“All documents are available upon request.”

“Continuation of website address - https://www.mclaren.org/main/locations/boulder-park-terrace-280”

“This process has not changed from the prior year.”