5805 Euclid Inc.

“University hospitals health system, inc. (uhhs) is the sole member of 5805 euclid, inc.”

“University hospitals health system, inc. (uhhs) is the sole member of 5805 euclid, inc. As the member, uhhs has the right to (a) elect and remove members of the board of directors of 5805 euclid, inc. And (b) fill any vacancy on the board of directors.”

“While the board of directors is granted certain powers with respect to operations, as the member, university hospitals health system, inc. (uhhs) retains approval rights with respect to certain corporate actions such as (i) amendments, revocations, and substitutions or otherwise changes to the articles of incorporation and the code of regulations, (ii) approval of the sale or transfer of any material asset of the corporation, (iii) approval of the financial statements, and (iv) establishment of compliance guidelines, codes of conduct, and similar policies and procedures.”

“The form 990 is prepared by an independent third-party public accounting firm. Management reviews the 990 before the complete copy is made available to the foundation board before filing.”

“The system has adopted six conflict of interest policies that set forth guidelines related to transactions with disqualified persons (as defined in applicable federal regulation). These policies apply to all employees, employed physicians and other licensed practitioners (excluding physician trainees), directors, officers, and related parties to uh and its wholly-owned subsidiaries. Uh regularly and consistently monitors and enforces compliance with the conflict of interest policies. Designated individuals, (e.g., uh management, directors, employed physicians, and advanced practice professionals), are required to complete an annual disclosure and provide information regarding any interests that may be potential conflicts pursuant to the conflict of interest policies. They are required to provide any changes or new disclosures should they occur. All disclosures and subsequent updates to disclosures are reviewed by the uh compliance and ethics department. Board-level and key personnel conflicts are reviewed and approved, if appropriate, by the audit and compliance committee of the uh board and/or the uh board. If a conflict exists with a director, certain restrictions may be imposed, such as excusing the director from the room during discussion and/or voting with regard to a proposed transaction. Education regarding conflicts of interest is included in the annual compliance training that includes all directors, employees, physicians and licensed practitioners.”

“The governing documents, financial statements and conflict of interest policy for 5805 euclid, inc. Are provided upon request.”