Penn State Health

“Classes of members or stockholders: the filing organization's sole member is the pennsylvania state university, a pennsylvania nonprofit corporation and instrumentality of the commonwealth of pennsylvania.”

“Electing members of governing body: directors shall be elected by the corporate member, the pennsylvania state university. The corporate member may at any time remove, with or without cause, any member of the board of directors.”

“Decisions requiring approval by members or stockholders: pursuant to the filing organization's bylaws the corporate member has reserved powers as follows: - to determine the number of and to elect and remove, with or without cause, the directors of the filing organization; - to approve amendments, alterations and modifications to or repeals of the articles of incorporation and bylaws of the filing organization; - to approve all fundamental change transactions and all other transactions not in the ordinary course of business, including without limitation, all mergers, consolidations, divisions, sales of substantially all assets, and the liquidation or dissolution of the filing organization; - to give such other approvals and take such other actions as are specifically reserved to members of pennsylvania nonprofit corporations.”

“Review of form 990 by governing body: the form 990 is prepared by an external accounting firm; it is reviewed by accounting/finance department personnel and the chief financial officer, and then distributed to all members of the board for review and comment before it is filed with the irs.”

“Conflict of interest policy: the filing organization regularly and consistently monitors and enforces compliance with its conflict of interest (coi) policies for officers, directors, and key employees (covered persons).per the policy, no covered persons may engage in any transaction or arrangement or undertake positions with other organizations that involve a conflict of interest, except in compliance with the policy. Every covered person shall disclose all actual and potential conflicts through an annual written disclosure statement and as matters involving an actual or potential conflict arise.the board will evaluate the disclosures and the material facts relating to the transaction or arrangement giving rise to the potential conflict to determine whether they involve actual conflicts of interest and may attempt to develop alternatives to remove the conflict from the transaction or arrangement. A covered person who has an actual or potential conflict of interest shall not be present for or shall leave any portion of a meeting at which the board of directors or a committee is voting to determine whether a conflict exists, but may be present prior to the vote to make presentation to the board or committee to disclose additional facts, or to respond to questions.the filing organization may enter into a transaction or arrangement in which a covered person has an actual conflict of interest if a majority of directors who have no interest in the transaction or arrangement approve the transaction or arrangement at a board or committee meeting after determining that the transaction or arrangement is fair and reasonable to the corporation, any covered person who has a conflict with respect to the transaction or arrangement does not participate in and is not present for the vote regarding such transaction or arrangement (except that the covered person may appear at a meeting to answer questions), and if the transaction or arrangement involves compensation or other financial benefit to the covered person, the board relies on appropriate comparability data to determine reasonableness. The filing organization will document the foregoing in the minutes of board and committee meetings, as applicable.each covered person must sign a statement that affirms that he or she has received a copy of the coi policy, has read and understands it, and has agreed to comply with it. If the board of directors has reasonable cause to believe that a covered person has failed to comply with the policy, the board may counsel the covered person regarding such failure and, if the issue is not resolved to the board's satisfaction, may consider additional corrective action, including removal from the board of directors or other position with the filing organization, as appropriate. Form 990, part vi, lines 13 & 14 whistleblower policy and document retention/destruction policy: the filing organization followed the whistleblower policy and document retention and destruction policy of a related organization until october 19, 2017. On october 20, 2017, the organization established and made effective its own policies.”

“Process used to establish compensation of ceo, officers, and key employees: the filing organization does not have any employees; however, its applicable related organizations have the following process for establishing compensation: annually, the compensation committee of the board of the related organization engages an independent compensation consultant to conduct a compensation analysis for the organization's chief executive officer, officers, and key employees. As part of the analysis, the independent compensation consultant identifies, gathers, and analyzes appropriate comparability data upon which the committee and the full board will rely to assess the reasonableness of the total proposed compensation (including benefits) of the ceo, officers, and key employees. Once the compensation analysis is complete and documented in reports, the reports are provided to the board for review and consideration, together with written opinions from the compensation consultant that the proposed compensation arrangements for the ceo, officers, and key employees are "reasonable" within the meaning of treasury regulation 53.4958-4(b)(1)(ii)(a). With input from the compensation committee, the full board makes annual decisions with respect to compensation for the ceo, officers, and key employees based upon the data in the report and the opinion of the compensation consultant that the proposed compensation is reasonable. These decisions, the basis for these decisions, the board members' names who vote on compensation, and that none of the board members have a conflict of interest with respect to these compensation arrangements is all contemporaneously documented in the minutes.”

“Required documents available to the public: the organization's conflict of interest policy and governing documents are available to the public upon request. The audited consolidated financial statements of the pennsylvania state university and its subsidiaries (which include penn state health) are available at www.psu.edu.”

“Capital contribution into penn state health $200,000,000 miscellaneous adjustment (287,941) ------------- total $199,712,059”