Gerimed Inc.

“The Executive Committee of the Board has authority to act on behalf of the governing body.”

“Midwest Geriatrics Inc. a related entity has the power to elect all members of the governing body.”

“The articles and bylaws of Gerimed Inc. may be amended with the affirmative vote of two-thirds of the members of the Board of Directors of Midwest Geriatrics Inc.”

“Once the Form 990 and related schedules have been prepared by the VP of Finance the CFO reviews it makes any changes and accepts the draft Form 990. The Finance Committee will then be informed via e-mail that the draft Form 990 is ready for review and asked if they want it sent out to them or if they will be coming to the facility to review. Once 2 3 of the Finance Committee members have reviewed and accepted the Form 990 it will be filed.”

“On an annual basis the Board of Directors Officers and Key Employees are asked to review and disclose any conflicts of interests that they may have with Gerimed operations. They are then asked to sign a document indicating conflicts if any. The Board Chair is then informed of any current conflicts for consideration in future voting matters of the Board.”

“A copy of the requested document is provided within 72 hours upon request.”

“| Explanation:| Gerimed Inc. does not have any officers it directly compensates. Midwest Geriatrics Inc. an affiliate of Gerimed Inc. compensates the Officers of Gerimed Inc. The policy on the process for determining compensation of Midwest Geriatrics Inc. Officers applies to the compensation of the following persons serving as Officers of Gerimed Inc.: Chief Executive Officer: Lois Jordan; Chief Financial Officer: Debra Thacker. The process is utilized by the Executive Committee of the Midwest Geriatrics Inc. Board on an annual basis. The process includes all of these elements: 1 Review and approval by the Executive Committee of Midwest Geriatrics Inc.; 2 Use of outside data as to comparable compensation; and 3 Contemporaneous documentation and recordkeeping. 1. Review and approval. The compensation of the person is reviewed and approved by the Executive Committee of Midwest Geriatrics Inc. provided that persons with conflicts of interest with respect to the compensation arrangement at issue are not involved in this review and approval. 2. Use of outside data as to comparable compensation. The compensation of the person is reviewed and approved using data regarding comparable compensation for similarly qualified persons in functionally comparable positions at similarly situated organizations. 3. Contemporaneous documentation and recording. There is contemporaneous documentation and recordkeeping with respect to the deliberations and decisions regarding the compensation arrangement.”

“The Board of Directors selects the Independent Accountant and has the responsibility for the oversight of the audit. Upon conclusion of the audit the Independent Accountant presents the results of the audit to the Board. This process has not changed from the prior year.”