Villa Rosa Inc

“The sole member of the corporation is Agnesian Healthcare Inc. Agnesian Healthcare Inc is a nonprofit 501(C)(3) organization. Both Villa Rosa, Inc. and Agnesian Healthcare Inc are part of the integrated health care system known as SSM Health.”

“The member has the power to appoint additional, successor or replacement members and to appoint and remove the appointed directors and the ex officio directors.”

“The member has the following powers: A. to establish and change the mission, philosophy and values of the Corporation; B. to appoint additional, successor or replacement Members; C. to appoint and remove the Directors; D. to appoint and remove the President of the Corporation and the chief executive officer of any operating division of the Corporation; E. to approve amendments to the Articles of Incorporation of the Corporation as provided therein; F. to approve amendments to the Bylaws of the Corporation; G. to approve the merger, consolidation or dissolution of the Corporation; H. to approve the formation of a Controlled Subsidiary or a Remotely Controlled Subsidiary; I. to approve the sale of all or substantially all of the assets of the Corporation; J. to approve the acquisition or disposition by the Corporation of another legal entity or an interest in another legal entity; K. to authorize or approve the acquisition or disposition by the Corporation of real property or any interest in real property; L. to establish centralized employee benefit, insurance, investment, financing, corporate responsibility, performance assessment and improvement and other operational and support programs; to require the participation of the Corporation in such programs; and to authorize the opening and closing of bank accounts and investment accounts in the name of the Corporation in connection with such programs; M. to approve the strategic, financial and human resources plan of the Corporation; N. to appoint the auditor and corporate counsel for the Corporation; O. to authorize and approve borrowing money and entering into financial guaranties by the Corporation, including actions relating to the formation, joining, operation, withdrawal from and termination of a credit group or an obligated group and the granting of security interests in the property of the Corporation; P. to require the Corporation to transfer assets, including but not limited to cash, to SSMHCC or to any other entity exempt from federal income tax as an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or the corresponding provision of any future United States Internal Revenue Law, which is controlled by SSMHCC, to the extent necessary to accomplish the mission, goals and objectives of SSMHCC as determined by SSMHCC; Q. to approve the transfer of assets by the Corporation to any entity other than SSMHCC, other than transfers made in the ordinary course of operations of the Corporation which will not require Member approval; and R. to determine the extent to which and the manner in which the powers described in this section which are reserved to SSMHCC with respect to the Corporation are to be included in the governing documents of any Controlled Subsidiary, Remotely Controlled Subsidiary or Non-Controlled Subsidiary and exercised with respect to any Controlled Subsidiary, any Remotely Controlled Subsidiary or any Non-Controlled Subsidiary.”

“The Form 990 is prepared by the Tax Department of the parent organization, SSM Health Care Corporation (SSM). The Form 990 is reviewed by certain members of Senior Management. Any questions are addressed to the Tax Director of SSM prior to filing the Form 990 with the Internal Revenue Service. A copy of the Form 990 is provided to the Board of Directors at the next regularly scheduled board meeting.”

“A written conflict of interest and insider transaction policy exists which requires each director, principal officer, trustee or committee member to disclose on a annual basis to the designated authority a conflict of interest disclosure statement. The designated authority ensures that all statements are completed, reviews them for conflicts, and submits to the board for review any conflict of interest disclosure statements that disclose actual or potential conflicts.”

“Determination of compensation of the CEO and officers includes analysis of comparable compensation surveys by an independent compensation consultant, who recommends ranges of appropriate compensation to the board of directors. The board of directors approves the compensation package for officers, and contemporaneous substantiation of the deliberations and decision is included in the board minutes. The final agreement is documented with a written contract, which is signed by both parties.”

“An annual survey is performed by an outside company.”

“The year-end audited consolidated financial statements and unaudited quarterly consolidated financial statements for the SSM Health System are made available to the public on SSM Health's website. The organization's Articles of Incorporation are available on the Wisconsin Secretary of State's website. Copies of the Form 990 and the conflict of interest policy are available to the public upon request.”

“All applicable 1099 and 1096 irs tax forms are reported and filed by a related organization, agnesian healthcare inc, ein 39-0807236.”