Health Systems Insight

“Line 2's reporting of family or business relationships between part vii-a reported board members and officers in prior years was not predicated on any substantive investigation of these individuals' family connections or business ties. With respect to those filings, there appears to have been no substantive information gathering as to whether thinkwell llc, itself owned by the institute's founder who also served as the llc's ceo/president and secretary, either employed the institute's other board members or officers, or used them as independent contractors and paid them >$10,000 (conditions 1 and 2 of line 2's definition of "business relationships"), or whether the board members were each a >10% owner in the same business or investment entity (condition 3 of this line's relevant definition). Furthermore, failure to identify thinkwell llc as a "related organization" of the institute (noted in this return's reasonable cause statement 1) and characterization of the llc as a "management company" whose staff undertook institute's functions but were not considered concomitantly co-employed by the institute, meant that no effort was undertaken to evaluate the presence (or absence) of the institute having "key employees." that category would require an initial evaluation of the type of responsibilities held by any individual providing employee services if they had received reportable compensation in total from both the institute and the llc exceeding, in any tax year, the amount of $150,000. Any such underreporting of key employees would have diminished the number of people subject to this line's inquiry. While this 2022 form 990's preparation tasks included seeking information from all board members and officers who served in 2022 as to their connection to other directors and officers, only one provided the information sought.”

“Line 3's historical reporting of the use of a management company failed to be accompanied by any of the required disclosure upon the institute's 2018-2020 forms 990; and the 2021 990's disclosure here failed to comport with the instructions. This return reports use of a management services company, thinkwell llc, under a longstanding arrangement by which the institute accesses almost the entirety of its staff, as well as its operational systems and other services necessary to its operations, from thinkwell llc, a related organization. Accordingly, this form's part vii-a properly discloses individuals who are on thinkwell's payroll and thereunder provided services to thinkwell institute, the number of hours of services they provided each week to each organization, and the compensation they received from the llc overall. [the filer's 2018 - 2020 forms 990 failed to report the llc as a management company, and while the 2021 form did denote that relationship, failed to disclose in either sch. O or in part vii-a amounts of compensation paid to the relevant individuals by the management company.]”

“This return states "no" to this line, given there is incomplete documentation to support a "yes" answer across the entire year.”

“The organization did not have any committees during 2022.”

“The form 990 and related documents are prepared by a nationally recognized, independent accounting firm with deep experience in the nonprofit sector. The draft form 990 is thoroughly reviewed by management and external counsel prior to finalization. The completed 990 is then shared with the board of directors for a final review prior to filing with the irs.”

“Line 12c was answered "yes" in all back years' filings using language that claimed the organization monitored and enforced its written conflict of interest policy, which there is no evidence to support.”

“The organization made its governing documents, conflict of interest policy and financial statements available to the public upon written request.”

“Line 1b's count of two "independent directors" at year end in prior years has not been substantiated and is believed to have been -0- given the institute's founder, yogesh rajkotia (rajkotia or founder) had direct control over the institute's board and/or power to undermine independent actions by the institute's other directors. This return correctly reports the number of independent directors as -0-.”

“The "no" appears on this year's return reflects that circumstances by which a "yes" answer would result did not occur until the 2023 year. See this return's schedule l part i which reports that the institute provided a no-interest loan to thinkwell llc across multiple years (the amount of aggregated imputed "fair market value" interest assignable under the income tax regulations through the affected years through the 2022 year is less than $250,000).”

“Part vii-a's list includes several individuals who served as directors in the 2022 year but who failed to return form 990 disclosure questionnaires. Thus, the addresses reported for them continue to be those of thinkwell llc. However, the board cannot vouch that such individuals were still employed there at the time of this filing's submission.”

“Thinkwell institute supports low- and middle-income countries and global partners through deep, courageous thinking to make high quality healthcare affordable through building capacity of government and academic institutions in partner countries for analysis of health system data, evidence-based policy recommendations, and facilitation of stakeholder dialogues. We ensure that health finance, human, and commodity resources are effectively and efficiently allocated and used for high quality healthcare by strengthening financial management practices, information technology, and training. Thinkwell institute actively partners with ministries of health of countries such as indonesia, kenya, the philippines, and burkina faso.”

“Code sec. 7872 interest accrued 248,849.”

“The institute's reconstituted board in place as of the fall of 2023 has worked diligently to overcome the myriad of governance and institutional obstacles the institute had to confront: not only effecting the accurate preparation of this 990, but also overseeing correction, as necessary, of key financial statement items and other needs essential to rehabilitating the problems caused by the institute's financial records being situated upon thinkwell llc's insufficiently robust accounting systems. To those ends, accounting and business management professionals experienced in nonprofit reporting and governance were brought in to assist the institute's managers and the board move expeditiously to have the 2022 tax year's form 990 drafted and finalized utilizing restated financial statements. In addition, the board has also undertaken an assessment of the institute's organizational and governance weaknesses and has worked to remedy those, including by implementing mechanisms to ensure the institute's operation can be conducted independent of thinkwell llc's undue influence. While the overall efforts of corrections undertaken to date have been extremely time-consuming, the institute would not have been able to paint a path forward had those efforts lacked robustness and thoroughness. For the reasons set forth above, the institute respectfully requests abatement of the penalties (and any interest thereupon) that result from the institute's late filing of this 2022 form 990.”