The Scan Foundation

“At its december 8, 2016 meeting, the board of directors of the foundation adopted the following significant changes to the foundation's bylaws: 1. The scan health plan ceo is no longer an ex officio member of the foundation's board of directors. The plan's board chair will continue to serve as an ex officio member of the foundation's board. 2. Board member term limits is clarified. Directors may serve three consecutive three year terms (nine consecutive years). In extraordinary circumstance, as determined by the board, a director may serve a fourth consecutive three year term (twelve consecutive years). Years of service as an ex officio director count toward the nine (or twelve) consecutive years of service. A director who leaves the board for at least one year shall be eligible to begin a new nine (or twelve) consecutive years of service. 3. The requirement that a majority of the foundation's directors always consist of individuals who are then serving as members of the scan health plan board is retained. A process for identifying and selecting such individuals is outlined, including the nomination of such individuals by the foundation's governance committee (after consultation with the scan health plan's governance committee) for election by the foundation's board.”

“The form 990 is prepared by deloitte tax, llp working in conjunction with the scan foundation executive team and director of finance. The scan foundation's director of finance has direct responsibility for this effort, subject to supervision by the vice president of programs and operations and the president/ceo of the foundation. After an initial draft of the form 990 is prepared, it is circulated for review and comment by relevant members of the executive team who have responsibility for and/or knowledge regarding the various matters disclosed and/or described in the form. The general counsel, in particular, reviews the form 990 and ensures accuracy of descriptions and that disclosure is complete. The draft form 990 is reviewed in pertinent part by the compensation committee of the board, and the form 990 is reviewed in its entirety and accepted for filing by the audit committee of the board of directors of the scan foundation. All members of the board of directors receive a copy of the form 990 after it is prepared for filing, prior to filing.”

“The scan foundation regularly and consistently monitors and enforces compliance with its conflict of interest policy through annual circulation of a conflict of interest questionnaire which all members of the board of directors, officers and all members of the staff must complete and sign. The foundation's general counsel assists in monitoring the conflicts of interest questionnaire, and advises regrading adherence to these policies on an ongoing basis.”

“The process for determining the compensation of the president/ceo of the scan foundation is conducted by the compensation committee of the board of directors of the scan foundation, all the voting members of which are independent persons. In determining the compensation of the president/ceo, the compensation committee works with and relies upon the counsel and expertise of sullivan cotter and associates, inc. (sullivan cotter), a consultant with well-established experience and expertise in the area of nonprofit organization executive compensation and compliance with the intermediate sanctions requirements applicable to such compensation. Sullivan cotter provides an executive compensation report to the compensation committee each year which furnishes the basis for determining the president/ceo's compensation package during the following year. The sullivan cotter executive compensation report is based on a review of the executive compensation practices of a variety of organizations considered comparable to the scan foundation based upon certain industry standard metrics. The compensation committee deliberates on the issue of the president/ceo's compensation package in light of the sullivan cotter executive compensation report. Questions are asked of, and answered by, sullivan cotter regarding such report and other matters relevant to such package. Based on such deliberations, the compensation committee makes a recommendation to the board of directors of the scan foundation regarding the compensation package for the following year. The full board of directors of the scan foundation deliberates on and then votes on such recommendation; the president/ceo is recused for the entirety of such deliberations and vote. The minutes of the compensation committee and the board of directors for these meetings are prepared substantially contemporaneously and document such deliberations and decisions. The outside compensation consultant providing the executive compensation report and guidance related to the 2016 salary package was ernst & young. Effective june 1, 2016, the outside compensation consultant providing such tools and guidance is sullivan cotter. The process for determining the compensation of officers or other key employees of the scan foundation is conducted by the human resources department, the chief executive officer and the compensation committee of the board of directors of the scan foundation. All of the voting members of the committee are independent persons. In determining each employee's compensation, the human resources department and compensation committee work with and rely upon the counsel and expertise of sullivan cotter. Sullivan cotter provides an executive compensation report to the human resources department and compensation committee every year which furnishes the basis for the establishment of such employee's compensation package during the following year. The sullivan cotter executive compensation report is based on a review of the executive compensation practices of a variety of organizations that are considered comparable to the scan foundation based on various metrics. The president/ceo make a recommendation to the compensation committee with respect to each of such employee's compensation package in light of the sullivan cotter executive compensation report. At the compensation committee meeting addressing such matters, questions are asked of, and answered by sullivan cotter regarding such report and other matters relevant to such package; pursuant to their deliberations, the compensation committee makes a decision regarding the compensation package for such employees for the following year. The minutes of the compensation committee for this meeting are prepared substantially contemporaneously and document such deliberations and decisions. The decisions of the compensation committee are reported to the full board of directors. The outside compensation consultant providing the executive compensation report”

“The scan foundation governing documents and conflict of interest policy are not made available to the public. The scan foundation makes its form 990, which contains financial information, available for public inspection.”

“Unexpended grants 82,453.”

“Unexpended portions of grants: the scan foundation keeps track of its grantee's spending to ensure that the dollars are spent towards the intended grant purposes. If a project spends less than the initial grant amount, the scan foundation writes off the remaining amount or the unspent funds are refunded to the scan foundation. In 2016, all unexpended portions of grants were related to nonprofit organizations. For profit organizations receiving grants invoice the scan foundation based on actual services performed. Therefore there are no unexpended portions to for-profit organizations. Total payments to for-profit organizations may simply be below the originally approved up-to grant amount.”