Cola Inc.

“Cola has three member organizations: the american medical association, the american academy of family physicians, and the american college of physicians.”

“Each member organization may appoint three members to the cola board of directors.”

“Form 990 is based upon financial statements audited by an independent accountant as well as supporting and unique schedules supplied by cola management. Independent accountant reviews information supplied by cola mangement and prepares return which is then reviewed by the treasurer and chief executive officer. Final draft is supplied to the finance committee of the cola board of directors for review and distributed to the entire board prior to filing.”

“Each member of the cola board of directors has a legal and fiduciary reponsibility, while acting as a cola director, to make decisions exclusively based on what the director believes to be in the best interests of cola. No director should vote or take a position on a cola issue based on personal interests or on the interests of another organization. If a director believes that there may be a personal or organizational interest that might be perceived as affecting his or her ability to act in the best interests of cola or a particular matter, that issue should be disclosed so that the conflict or potential conflict is clearly understood. If the director, the relevant committee, or the board believes that the disclosed conflict or potential conflict might reasonably prevent the director from acting solely in the best interests of cola on a particular matter, the director should not participate in the discussion or in the vote on that matter and if the conflict is great enough, they should leave the discussion. No confidential information, strategies or plans relating to cola should be disclosed to any other person or organization. Disclosure of such information, strategies, or plans could constitute a violation of the director's duty or loyalty to cola. If there is any question about a conflict of interest or potential conflict, the director should address the question to the chair of the board or the chief executive officer. Each director must annually sign the conflict of interest form for the board of directors. Any conflict of interest by a key employee (other than by the chief executive officer) is required to be disclosed to the chief executive officer (ceo), whereas any conflicts of interest involving the ceo are required to be disclosed to the chairman of the board. The key employee is under a continuing obligation to disclose any actual or potential conflict of interest as soon as it is known, or reasonably should be known. Key employees are required to complete a questionnaire to fully and completely disclose the material facts about any actual or potential conflicts of interest. The disclosure statement is completed upon his/her association with cola and is updated annually thereafter. An additional disclosure statement is filed at such time as an actual or potential conflict arises. Copies are provided to the chief executive officer of cola and kept in the human resources department. In the case of the chief executive officer's disclosure, that statement is provided to the chairman of the board and corporate secretary.”

“A committee of the board, composed entirely of individuals with no "conflicts of interest" (as defined under irs rules), determined the chief executive officer (ceo)'s compensation for the reporting year. The committee obtained a detailed market-based compensation analysis from a consulting firm. This compensation analysis provided comparability data for positions comparable to that of the ceo. This compensation analysis was then used by the committee to determine the appropriate compensation for the ceo. The committee keeps detailed minutes to document contemporaneously all deliberations and decisions with respect to the ceo's compensation. Those minutes are then reviewed, corrected if appropriate, and approved at the next following committee meeting.”

“A committee of the board composed entirely of individuals with no "conflicts of interest" (as defined under irs rules), reviewed and approved compensation for officers and key employees for the reporting year. The committee obtained a detailed market-based compensation analysis from a consulting firm. This compensation analysis provided comparability data for positions comparable to that of the officers and key employees. This compensation analysis was then used by the committee to determine if the compensation packages for those officers and key employees are reasonable when compared to the comparable independantly obtained data. Committee keeps detailed minutes to document contemporaneously all deliberations and decisions with respect to the compensation of officers and key employees. Those minutes are then reviewed, corrected if appropriate, and approved at the next following committee meeting. Identified below are the officer or key employee positions for which the process described above was used to establish compensation of the persons who served in those offices or positions, and the year in which this process was last undertaken for each such person: chief executive officer: 2016 chief counsel/secretary: 2016 chief financial officer/treasurer: 2016 chief operating officer: 2016 chief marketing officer: 2016 chief medical officer: 2016”

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