Keystone Health Information Exchange Inc.

“Form 990, part i, section a, line 4: form 990, part vi, section a, line 1b: enter the number of voting members that are independent. Based on the form 990 definition of "independence" as it relates to voting members of the governing body, six voting members are not independent because they are compensated as employees of related tax-exempt organizations. Form 990, part vi, section a, line 2: did any officer, director, trustee, or key employee have a family relation- ship or business relationship with any other officer, director, trustee, or key employee? Daniel e. Lohr, esquire, david j. Felicio, esquire, david t. Feinberg, md, mba, edelyn l. Miller, john b. Bulger, do, facoi, facp, and kevin f. Brennan, cpa, fhfma all have a business relationship with one another because they serve as officers and/or directors on one or more for-profit affiliate of the entity. All of the affiliates are part of geisinger.”

“The members of the corporation have the power and authority to elect and remove the directors; elect and remove the president and fill any vacancy in the office of the president of the corporation; and, may approve amendments to the corporate bylaws in lieu of such approval by the board of directors. The members also have the reserve powers as set forth in the pennsylvania nonprofit corporation law.”

“The board of directors of the corporation shall serve as the governing body of the corporation. The president of the corporation shall be a director by reason of holding such office. The remaining directors shall be elected by the members at the annual meeting of the members. The members of the corporation may serve as directors and directors may succeed themselves from term to term. Vacancies on the board of directors shall be filled by the members at their discretion at the annual meeting of the members or at a special meeting called for such purpose.”

“All officers and directors were electronically provided a final copy of the form 990 prior to filing the return with the irs. An executive summary of the information reported on the return is provided to assist in the review. In accordance with the geisinger health board of director's finance committee charter, geisinger organizations' form 990 filings are reviewed annually. The form 990 is prepared by geisinger tax and financial reporting departments with information provided from finance, tax, human resources, legal services and other relevant departments within geisinger. The chief financial officer (cfo) of geisinger and the individual organizations senior financial managers review their respective form 990 prior to making the final return available to the board. In addition, the chief legal officer and chief human resource officer of geisinger review the information disclosed on the form 990 relevant to their respective areas of responsibility. For purposes of their annual audit of geisinger consolidated financial statements, independent auditors review all federal tax returns filed by geisinger organizations to identify material items, including if there are any uncertain tax positions that may be required to be recognized. The company had no uncertain tax positions required to be reported for reporting period.”

“The officers and directors of the organization are subject to the geisinger conflict of interest policy for directors, officers and senior leaders. At least once each year directors, officers, key employees, senior leaders and others designated by the board of directors are required to disclose in writing the existence of any potential financial interests that may give rise to a conflict of interest with any affiliate within geisinger. The disclosures are reviewed by the office of the chief legal officer and reported to the audit and compliance committees and board of directors. After review of the financial interest and all material facts, input from department of legal services and any discussion with the person desired by the board or committee, the board decides if a conflict exists and takes appropriate action. The individual disclosing the financial interest is absent during the board deliberations and decisions on the matter.”

“The process to review and approve the compensation of geisinger employed board directors, officers, and executive management is designed to satisfy the rebuttable presumption procedure available for intermediate sanction purposes. The process requires a review of compensation determinations by disinterested parties, use of appropriate comparability data and contemporaneous documentation of the process. On an annual basis an independent, nationally recognized compensation consultant completes a comparative assessment of compensation for the ceo and senior management within geisinger. The consultant's report is presented to the geisinger family committee prior to any compensation adjustment. The report supports the rigorous review completed by the geisinger family committee to ensure that the program is responsible to the geisinger charitable mission, reflects reasonable compensation within the nonprofit market and is compliant with the irs's intermediate sanction requirements. The survey data in the comparative analysis is captured for functionally comparable positions in multiple similar nonprofit organizations and reflects total remuneration provided in the market. All surveys are conducted by third party organizations and not conducted at the specific direction of geisinger. Any compensation adjustments are approved by the geisinger family committee prior to the effective date of the payment. The geisinger family committee at its sole discretion may positively or negatively adjust any recommended compensation.”

“See schedule o response to form 990, part vi section b, question 15a.”

“The annual report for geisinger, containing community benefit information, consolidated financial information and other information, is available on the geisinger website. Go to: https://www.geisinger.org/about- geisinger/news-and-media/for-media/annual-reports. Financial statements, form 990, form 990-t, the conflicts of interest policy, and other governing documents are available to the public upon request.”

“Keystone health information exchange, inc. ("keyhie"), a 501(c)(3) tax- exempt organization, was incorporated in december 2013 in support of geisinger health ("gh"), a 501(c)(3) tax exempt organization, and the parent corporation in the geisinger. Keyhie was formed to develop and operate a regional health information sharing network for use by licensed healthcare providers when treating patients that have medical records held within the participating healthcare organizations. Keyhie is a health information organization ("hio"), which is a multi-stakeholder organization created to facilitate a health information exchange ("hie"): the transfer of healthcare information electronically across organizations among stakeholders of that region's healthcare system. The ultimate objective is to improve the safety, quality, and efficiency of healthcare as well as access to healthcare through the efficient application of health information technology, hios are also intended to support secondary use of clinical data for research as well as institution/provider quality assessment and improvement. Keyhie's goal is to enable the exchange of health information among the corporation's members and other participants so that the corporation's members and participants will be able to deliver affordable, high quality, convenient and efficient healthcare throughout pennsylvania and thereby lessen the burdens of government. As of june 2018 keyhie's membership included 122 healthcare organizations representing 29 hospitals, 369 medical practices, 82 long-term care centers, 36 home health agency locations, 12 pharmacy, 1 ltach, 4 ems locations, 19 urgent care, and 4 insurance payors. Geisinger is a physician-led, integrated health services organization that has as its main components: 1) an array of health services providers; including seven acute care hospitals and a drug and alcohol treatment facility; 2) a multispecialty physician group practice of 1,837 physicians practicing at 213 primary and specialy clinics; and 3) one of the nation's largest rural health insurance organizations with 578,000 members. Geisinger operates in 53 of pennsylvania's 67 counties, with a significant presence in central and northeastern pennsylvania, primarily outside the major metropolitan areas. Geisinger also operates in 7 of the 21 counties in the state of new jersey. Geisingers mission of enhancing the quality of life through the integrated health service organization is based upon a balanced program of patient care, education, research, and community service. Keyhie supports this mission through collaboration with other healthcare organizations by improving the access to health information technology tools for all providers in the geisinger service area, and improving the exchange of healthcare information when patients trasition from one setting to another. At its core, keyhie links together patient records from multiple, disparate healthcare organizations so information from these organizations about each patient can be pulled together into a single patient-centered view. Not only is this critical for good patient care, but it can also assist (after appropriate patient consents and legal contracts) with irb-approved ("institutional review board") research and contracted analytic reporting for accountable care organizations and other population health reporting.”

“Enter the number reported in box 3 of form 1096, annual summary and transmittal of u.s. Information returns. Geisinger system services (gss), an affiliate of the organization, provides a centralized accounts payable function for all geisinger organizations. As the accounts payable processor, gss prepares and files form 1099 under its ein for reportable payments of the filing organization. The number of form 1099's filed by gss for the 2017 reporting period on behalf of itself and its affiliates was 1,739.”

“Form 990, part xii, line 3a: as a result of a federal award, was the organization required to undergo an audit or audits as set forth in the audit act or omb circular a-133? Federal awards are audited as a part of the geisinger's consolidated report on federal awards in accordance with omb circular a-133. Footnote: throughout form 990, the terms "geisinger- and "system" shall refer to the entire healthcare system comprised of geisinger health as parent and all subsidiary corporations comprising the system.”