Visiting Nurse Association Foundation

“Al cohen, linda clarkson, michael kerr, richard roberson and kathleen peterson have a business relationship.”

“Vna corporation, a missouri public benefit corporation, is the sole member of the foundation.”

“Vna corporation, as sole member, has the power to change the number of directors, as provided in article iv, section 2; to appoint and elect the board of directors, as provided in article iv, section 4; and to remove directors, as provided in article iv, section 8.”

“Vna corporation, as sole member, has the power to amend the articles of incorporation; to approve or disapprove annual budgets adopted by the board; to establish from time to time levels of approval authority for the corporation; to elect or remove the board of directors; to approve in advance any proposed dissolution and/or liquidation of the corporation; and shall further have all such other rights and privileges of members of a public benefit corporation organized under r.s. Mo. Chapter 355.”

“The board of directors of the corporation retains ultimate responsibility for the preparation and filing of the corporations' annual informational return on irs form 990. The board will delegate the responsibility for preparation of the form to its accounting firm, but the board shall review the annual form 990 prior to filing. The cfo, under the direction of the compliance officer, will provide each member of the board with a copy of the annual form 990.”

“At the time of hire, or election in the case of corporate directors, the ceo or his/her designee shall provide to the board members and officers a copy of the conflict of interest policy and the applicable conflict of interest disclosure form and questionnaire, which shall be completed to identify any relationships, positions, or circumstances with respect to which it is believed a conflict may arise. Corporate directors and officers annually complete a conflict of interest questionnaire. On-going compliance training for officers and directors. This annual monitoring is subject to review by the corporate compliance committee. Each member of the board and all officers shall disclose fully and frankly any and all actual or potential conflicts or duality of interest or responsibility, whether personal, individual, or business, which may exist or appear to exist. Vnaf has no employees. A duality of interest becomes a conflict of interest only if the executive committee of the board of directors of vna decides that a conflict of interest exists because the duality of interest is so substantial that it could compromise objective decision-making or could otherwise be detrimental to a vna organization. If a conflict of interest is determined to exist, 1) the individual with the conflict shall not be given access to any information that might provide an unfair advantage to that individual or the firm they represent; 2) the individual with the conflict will be required to withdraw from any meeting in which the matter is addressed, unless the applicable board or board committee asks the individual to respond to specific questions or to make a brief presentation, otherwise the individual shall not be present for any discussion of the matter and shall not cast any vote on any decision or determination relating to the transaction arrangement; 3) the chairperson of the board or board committee shall, if appropriate, appoint a disinterested person or disinterested committee to investigate alternatives to the proposed transaction arrangement; 4) after exercising due diligence, the board or board committee shall determine whether the vna organization can obtain with reasonable efforts a more advantageous transaction or arrangement with a person or entity that would not give rise to a conflict of interest: 5) if a more advantageous transaction arrangement is not possible or feasible under circumstances not producing a conflict of interest, the board or board committee shall determine by majority of vote of the disinterested directors whether the transaction or arrangement is in the vna organizations best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination, it shall make its decision as to whether to enter into the transaction arrangement. Nondisclosure of information shall be adhered to and records of proceedings shall be entered into the minutes of the board and all committees.”

“Vna corporation conducted compensation reviews in 2013. Cbiz was retained by the firm's legal counsel, joe hiersteiner, seigfried bingham, on the direction of the human resources committee and the executive committee to perform the review of the organization's president, cfo & cno (clinical director). Other key employees' compensation is reviewed by the human resources committee and vna's human resource director on an annual basis. Last review was performed in 2013.”

“The organization makes its governing documents, conflict of interest policy, and financial statements available to the public upon request.”

“The vna foundation is organized and shall be operated exclusively for charitable purposes by conducting or supporting activities for the benefit of, to perform the function of, or to carry out the purposes of home health and visiting nurse activities of the visiting nurse association. The foundation shall continue to seek contributions and bequests for such purposes. All funds received by the foundation shall be dedicated to home health and related services for the community and invested under guidelines established by the foundation for such purposes.”

“The visiting nurse association foundation handles donations and investment activities to benefit the vna corporation, d/b/a visiting nurse association home health, visiting nurse services, and related activities. The foundation shall also solicit, review, and fund, as appropriate, proposals for new services, programs and capital outlays. Additionally, excess funds held by the foundation shall be used for the purpose of funding revenue shortfalls of the operating organization to enable them to continue their mission of providing health care services regardless of ability to pay. During 2013, the vna foundation provided $400,000 in support to the vna corporation through an intercompany transfer of assets.”

“Intercompany transfer of assets (400,000)”