Healtheast Medical Research Institute

“The Executive Committee shall consist of five or more members, including the ex officio members. The Chair shall chair the Executive Committee. The Executive Committee shall recommend to the Board of Directors changes in the by Bylaws, approve conflict of interest policies and review compliance with conflict of interest policies. The Executive Committee shall have all the power and authority of the Board of Directors. The Executive Committee shall have the power to act only in the intervals between meetings of the Board. Only the Outside Directors of the Executive Committee shall be entitled to vote on any action taken by the Executive Committee in discharging its duties with regard to human resources and governance. Members of the Executive Committee who are Inside Directors shall not participate in, or be present during, any discussion of actions proposed or taken with respect to the duties with regard to human resources and governance, except to the extent requested to do so by the Outside Directors on the Executive Committee.”

“All officers and employees are employed by related organizations in which the board members are also board members of the related organization. Therefore, a business relationship exists between these individuals.”

“The sole member of HealthEast Medical Research Institute is HealthEast Care System, a 501(c)(3) tax-exempt, non-profit organization. The member organization does not elect the members of HealthEast Medical Research Institute's Board of Directors because HealthEast Medical Research Institute has a self-electing board. The member organization does not approve any decisions of the board. The member of the organization receives the organziations net assets upon dissolution.”

“The Form 990 is sent electronically to all members of the Board of Directors prior to the filing of the Form 990 and prior to the Finance Committee and Board of Directors meetings in which it will be reviewed. A representative of the tax department, if necessary, will attend the Finance Committee meeting and/or the Board of Directors meeting to discuss the Form 990 with the members of the Board and answer any questions from the Board.”

“HealthEast Care System monitors proposed or ongoing transactions for conflicts of interest through the procedures set forth in its Conflicts of Interest Policy (the Policy). The Policy covers HealthEast Care System's Directors, Officers and members of a Committee with Board-delegated powers. A Director, Officer or member of a Committee with Board-delegated powers who has a direct or indirect financial interest, is an interested person under the terms of the Policy. If a person is an interested person with respect to any entity in the HealthEast Care System he or she is an interested person with respect to all entities in the HealthEast Care System. Pursuant to the terms of the Policy, in connection with any actual or possible conflicts of interest, an interested person must disclose the existence of his or her financial interest and must be given the opportunity to disclose all material facts relating to his or her financial interest to the Directors or 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, the interested person must leave the Board (or Committee) meeting while the financial 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 regarding the proposed transaction or arrangement, but after such presentation, the interested person shall leave the meeting during the discussion of, and the vote on, the proposed transaction or arrangement that results in the conflict of interest.”

“The Chair of the Board of Directors engages an external consulting firm to review the compensation of the organization's CEO, Senior Vice Presidents and Vice Presidents annually and was last completed in November 2013. The process includes the external consulting firm evaluating current base salaries and total cash and benefits compared to comparable positions within the comparator group. The external firm presents its findings to the Executive Committee of the Board and indicates any recommendations for change. The Executive Committee of the Board approves the salaries. The consulting firm issues a reasonable compensation letter to the Board of Directors.”

“The Articles of Incorporation for this organization are available to the public through the Secretary of State Office. The organization's conflict of interest policy and other governing documents are not made available to the public. The financial statements for this organization are available to the public through the Attorney General's Office.”

“In recent fiscal years, the organization had internal leadership changes which resulted in a change in the roles and responsibilities of certain employees. As such, some individuals who were treated as officers in the past are no longer with the organization and others no longer meet the definition of officer or key employee. Based on the IRS instructions, they are listed on Part VII as former officers or key employees as they were considered in this role within the past five years.”

“This organization is a subsidiary of HealthEast Care System, a 501(c)(3), tax-exempt, non-profit organization. The Board of Directors for this organization is the same as the Board of Directors for HealthEast Care System. All hours worked as a member of the Board of Directors are reported on the Form 990 for the parent organization, HealthEast Care System. Therefore, we have reported 0.00 hours worked by each member of the Board of Directors on this organization's return.”

“Cash disbursements are centralized through the parent organization. Therefore the parent organization, HealthEast Care System, makes the payment and files the related Form 1099's and Form 1096 instead of HealthEast Medical Research Institute.”

“Transfers from Parent Organization 37,288,688.”