Medstar Health Visiting Nurse Association Inc

“PART III, LINE 4A THE VISITING NURSE ASSOCIATION ALSO PROVIDES IN-SERVICE EDUCATION TO CASE MANAGEMENT GROUPS AND COMMUNITY FAIRS/HEALTH SCREENINGS. THE VISITING NURSE ASSOCIATION HAS SPECIALTY PROGRAMS AND A ROBUST IMMUNIZATION PROGRAM THAT PROVIDES SHOTS TO THE COMMUNITY AS WELL AS OUR PATIENTS AND EMPLOYEES. As one of the largest healthcare systems in Maryland and the Washington, D.C., region, MedStar Health and its affiliated entities cared for one in four COVID-19 patients in the region since March 2020. Operating as One MedStar and aligning with guidance from the Centers for Disease Control and Prevention (CDC) and local Departments of Health, MedStar Healths COVID-19 preparations and response were guided by two critical drivers: providing a safe care environment for patients and associates and ensuring operational continuity to fulfill our core mission of caring for our communities. These efforts included adding hospital beds in preparation for patient surges; balancing hospital admissions by using urgent care sites as frontline providers and facilitating telehealth interactions for virtual care and referrals; utilizing home health services to transition care from inpatient settings, ambulatory facilities, and a convention center field hospital; and standing up more than 40 COVID-19 testing locations. Underlying these actions is MedStar Healths commitment to the highest levels of quality and safety, reflected by the systemwide implementation of universal face masking for patients and associates, and acquisition of Personal Protective Equipment at usage levels 10 times normal use. ORGANIZATION MEMBERS PART VI, LINE 6 THE ORGANIZATION IS AN AFFILIATE AND SUBSIDIARY OF MEDSTAR HEALTH, INC. MEDSTAR HEALTH, INC., OR ONE OF ITS AFFILIATES AND SUBSIDIARIES, IS THE SOLE MEMBER OF THE ORGANIZATION.”

“Part vi, line 7a as an affiliate and subsidiary of medstar health, inc., the organization may recommend person(s) for membership on the organization's governing body. Any such recommendation by the organization is subject to approval by the governance committee of the board of directors of medstar health, inc. The board of medstar health, inc. Has delegated certain approval authority to the governance committee and the president & ceo of medstar health, inc.”

“Part vi, line 7b as an affiliate and subsidiary of medstar health, inc., the bylaws of the organization are subject to certain reserved powers, which provide that the sole member of the organization must approve certain decisions, including but not limited to matters concerning the sale or purchase of real or personal property, capital budgets, strategic planning, investments, and corporate governance.”

“Part vi, line 11b the process for reviewing the form 990 included education and transparency. Senior financial executives, working with independent outside experts, thoroughly reviewed form 990 and accompanying instructions. In addition, senior executives reviewed the relevant sections of the form 990 with the following committees of the organization's governing body: finance, audit, governance, strategic planning, and executive compensation. Following these meetings, the governing body was provided a copy of the form 990 in its final form and given an opportunity to provide any input or comments relating to the form 990 prior to its filing.”

“Part vi, line 12c appointment of boards of directors medstar health (and its subsidiaries) require all nominated directors, prior to their appointment or election, to disclose the existence of (or potential existence of) any transaction with medstar that would result in a conflict of interest. Such disclosures (if any) are reviewed by the governance committee of the medstar health board of directors which determines how the matter should be resolved. Annual disclosures - all officers, directors, and senior managers are required, not less than annually, to complete a survey of questions concerning any transactions or relationships which would or could represent a conflict of interest. Such disclosures (if any) are reviewed by the governance committee of the medstar health board of directors which determines how the matter should be resolved. In addition, officers and directors of maryland hospitals and nursing centers are required to annually disclose additional information relating to potential conflicts of interest and such disclosures are reported to the maryland health services cost review commission (hscrc).”

“Part vi, line 15 the executive compensation committee of the board of directors of medstar health, inc. (the "committee") has oversight over the executive compensation program (the "program") of medstar health, inc. And its affiliates. Total compensation for the top management officials, officers and key employees of medstar health, inc. And its affiliates are reviewed and approved by the committee with assistance and guidance from an independent third party advisor. The members of the committee are independent from all of the participants in the program. The main objective of the program is to provide market competitive total compensation that is internally equitable and has a strong pay-for-performance linkage. Performance is evaluated at the system, operating unit, and individual levels. The overall total compensation philosophy is managed at the 75th percentile of the competitive market for comparable size (net revenue) and type (tax-exempt healthcare organizations). Where appropriate, additional industry data is considered (general business and/or taxable healthcare) for selected positions that can be recruited from or potentially lost to these industries (e.g., information technology, finance, etc.). The committee has engaged ernst & young llp ("e&y") to serve as an advisor on the reasonableness and competitiveness of the program. In determining reasonableness and competitiveness, e&y reviews market practices and trends, and makes recommendations related to the program. E&y utilizes information from custom surveys, national compensation surveys, proprietary databases, and client experiences to determine its final recommendations. E&y presents their findings and recommendations to the committee. The committee makes the final decisions on all of the compensation determinations of the program. All decisions made by the committee are contemporaneously documented.”

“Part vi, line 19 in prior years, medstar health has posted its annual financial audit and quarterly financial reports to the nationally recognized municipal securities information repository (nrmsirs) and this year the organization posted its financials to the electronic municipal market access (emma) system. The organization also e-mails its annual and quarterly disclosures to holders of the company's publicly traded debt. The company's governance documents and conflicts of interest policies are available upon request through its corporate (or as applicable entity) public information offices.”

“Part xii, line 2c medstar health visiting nurse association is part of the medstar health, inc. Audit and subject to oversight by the audit committee of the medstar board.”

“Part xi, line 9 equity transfer-net assets .......................$ (10,942,139)”

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