Genesis Health Services Foundation

“The sole member of genesis health services foundation is genesis health system (ghs iowa), an iowa nonprofit corporation.”

“As the sole member of genesis health services foundation, genesis health system (ghs iowa) has the exclusive power to consider candidates submitted by the board of directors for election to the board as directors of the corporation and to appoint, evaluate and remove, with or without cause, members of the board of directors of the corporation.”

“As the sole member of genesis health services foundation, genesis health system (ghs iowa) has the exclusive power to: 1. Consider candidates submitted by the board of directors for election to the board as directors of the corporation and to appoint, evaluate and remove, with or without cause, members of the board of directors of the corporation; 2. Call special meetings of the board of directors to consider amending the articles of incorporation or bylaws of the corporation; 3. Approve any merger or consolidation of this corporation into or with any other corporation, organization, or association; 4. Approve the sale, lease, exchange, mortgage, pledge, or other disposition of all, or substantially all, of the corporation's assets; 5. Establish system-wide policies and procedures to be followed by the corporation and affiliates regarding quality of care, finance, utilization of resources, managed care contracting, strategic planning, and employee benefits; 6. Assess the corporation expenses of the member attributable to the corporation and affiliates and to assess to the corporation its share of the general overhead; 7. Direct the corporation to transfer funds to the member or pledge the assets of the corporation for the development of system wide projects; and 8. Vote on all matters where the vote of the member is required under the articles of incorporation, the bylaws or the laws of the state of iowa.”

“Internal management review is completed of the compiled information prior to preparation and review by rsm us llp. Following rsm us llp's preparation and review of the form 990, it is provided to the vice president, finance/cfo of the organization's corporate member and the organization's executive director. Prior to submitting the form 990 to the irs, it is reviewed with the organization's board of directors. At the board of director's meeting, internal management reviews the form 990 with the board of directors. Suggested changes from all of the reviews are considered for inclusion in the final form 990 submitted to the irs.”

“Any covered person, defined as any director, officer, or member of a board or board committee of genesis health services foundation (genesis foundation), or an affiliate, should disclose an interest or potential interest as soon as they become aware of a potential transaction that will be considered by management, the board, or a committee of the board. Covered persons are required annually to disclose any possible personal, family, or business relationships that reasonably could give rise to an interest or conflict involving genesis foundation, or an affiliate, or with respect to designated facilities and activities, and acknowledge by his or her signature that he or she is familiar with and is in compliance with the letter and spirit of this policy. Any covered person found to have a conflict of interest may make a presentation at the board or committee meeting to present information and address any questions raised by other directors or committee members. Said person shall not be allowed to actively and aggressively advocate on his or her own behalf nor shall such person advocate his or her position informally through private contact, communication and discussion with another director. After such presentation, the person shall leave the meeting during the discussion of, and the vote on, the applicable transaction or arrangement.”

“The organization's governing documents, conflict of interest policy, and financial statements are not made available to the public.”

“Genesis health system (ghs iowa), genesis health system (ghs illinois), genesis medical center, aledo, genesis senior living, aledo, genesis workers' compensation plan and trust, genventures, inc., and genesis philanthropy are related organizations of genesis health services foundation. The amounts reported as reportable compensation for the officers, key employees, and highly compensated employees, unless noted elsewhere in part vii, are for services rendered on behalf of all organizations. It would be administratively impracticable for members of the governing board and the executive team to breakout their reportable compensation among each organization. All reportable compensation, unless otherwise noted in part vii, is paid by ghs iowa.”

“The oversight and selection process has not changed form the prior tax year.”