Better Health Foundation Melinda Gowey

“Genesis Health System (GHS) launched Genesis Philanthropy in 2013 to serve the region by funding prevention and wellness initiatives and was never a traditional, facility-based hospital foundation. With the acquisition of GHS by MercyOne and Trinity Health on March 1, 2023, all interests and operations of GHS became part of MercyOne, except for Genesis Philanthropy. Genesis Philanthropy was required to change its name (now known as Better Health Foundation) (see attached Amended and Restated Articles of Incorporation per instructions), and transitioned to a private foundation from a public charity. Genesis Health System was removed as its sole corporate member, giving Genesis Philanthropy's (now Better Health Foundation) board of directors direct control. Better Health Foundation cannot amend its corporate purposes without prior written consent from Trinity Health.”

“THE SOLE MEMBER OF GENESIS PHILANTHROPY IS GENESIS HEALTH SYSTEM (GHS IOWA), AN IOWA NONPROFIT CORPORATION during the FY23 year (July 1, 0222 through February 28, 2023). After the merger with MercyOne and Genesis Health System, Genesis Philanthropy transitioned as a separate organization and renamed to Better Health Foundation.”

“AS THE SOLE MEMBER OF GENESIS PHILANTHROPY, 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. After the transition, majority of the Genesis Philanthropy stayed on the new board formed under Better Health Foundation. Genesis Health System after February 28, 2023, was no longer sole member over Better Health Foundation.”

“AS THE SOLE MEMBER OF GENESIS PHILANTHROPY, 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. After the transition, Genesis Health System was no longer sole member of Better Health Foundation. All not in the paragraph and not part of the board member's rights.”

“PRIOR TO SUBMITTING THE FORM 990 TO THE IRS, IT IS REVIEWED WITH THE ORGANIZATION'S BOARD OF DIRECTORS. AT THE BOARD OF DIRECTORS 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. INTERNAL MANAGEMENT REVIEW IS ALSO COMPLETED OF THE COMPILED INFORMATION AND IS PROVIDED TO the organization's CEO.”

“ANY COVERED PERSON, DEFINED AS ANY DIRECTOR, OFFICER, OR MEMBER OF A BOARD OR BOARD COMMITTEE OF Better Health 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 PHILANTHROPY, 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 IN 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, GENVENTURES, INC., GENESIS HEALTH SYSTEM WORKERS' COMPENSATION PLAN AND TRUST, AND GENESIS HEALTH SERVICES FOUNDATION ARE RELATED ORGANIZATIONS OF GENESIS PHILANTHROPY. THE AMOUNTS REPORTED AS REPORTABLE COMPENSATION FOR THE OFFICERS, KEY EMPLOYEES, AND HIGHLY COMPENSATED EMPLOYEES, UNLESS OTHERWISE 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. AFTER THE MARCH 1, 2023 Transition, GENESIS PHILANTHROPY BCAME THE BETTER HEALTH FOUNDATION AND BECAME A SEPARATE ORGANIZATION FROM THE GENESIS HEALTH SYSTEM.”

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

“During FY2023, Genesis Health System and MeryOne merged on March 1, 2023. During that transition, Genesis Philanthropy separated from Genesis Health System and renamed the organization to The Better Health Foundation. During the transition, Better Health did not complete an audited financial report and was not included in the MercyOne consolidated audited financial report.”