Mgb Pooled Holdings LLC

“Mgbph's governance sturcture is set out in its certificate of formation and limited liability company agreement. The provisions of the certificate of formation and limited liability company agreement are consistent with the laws of the state of delaware and are enforceable at law and equity. The members of the board of managers of mgbph are selected by mass general brigham incorporated (mgb), the managing member of mgbph, by its president. The initial members of the board of managers are as set forth in the limited liability company agreement. The board of managers has the authority to appoint officers of mgbph. At present, mass general brigham is the sole member of mgbph. In the future, in addition to mass general brigham, the members of mgbph will include other tax-exempt affiliates of mass general brigham. Mass general brigham as managing member, has broad discretion to manage the affairs of mgbph. In its capacity as managing member, mass general brigham through its president appoints all members of the board of managers of mgbph. Persuant to the llc agreement for mgbph the management of mgbph is vested in the board of managers. The board of managers has the power to appoint and remove officers to act on behalf of mgbph and to delegate powers to such officers.”

“Explanation is included in line 6.”

“Explanation is included in line 6.”

“The form 990 was prepared and reviewed by the mass general brigham incorporated tax department. The cfo/treasurer reviewed and signed the form 990.”

“Conflict of interest policy for purposes of its annual tax filing, mass general brigham has an annual questionnaire process for obtaining information on interests that may give rise to conflicts from all officers, directors, trustees and key employees. In addition, in connection with mass general brigham's conflict of interest policy, the mass general brigham's office for interactions with industry and office of the general counsel work together to periodically distribute, collect and review disclosure statements from these individuals. The information on each such disclosure is reviewed by each individual's supervisor (who in the case of directors and trustees is deemed to consist of the chairman of the board and the entity's president/ceo, who review the disclosures with the assistance of the general counsel or attorney representatives of her office). Mass general brigham has a conflict of interest policy that applies to all entities in the system*, and which is designed to: (1) identify relationships and conduct that create either conflicts of interest or conflicts of commitment; (2) establish a system for disclosing and resolving potential conflicts; and (3) ensure that transactions are negotiated at arm's length and that payments are at fair market value. Under our policy, when a conflict arises, the individual associated with the outside entity in question must provide full disclosure and completely recuse him/herself from any institutional decision-making about the transaction. In appropriate circumstances, (i) the corporation must consider at least two alternative disinterested competitive proposals; or must determine that two such competitive proposals do not exist or that it would be impractical to elicit or consider such competitive proposals; and (ii) the corporation must determine that, notwithstanding the apparent conflict, the transaction is fair and reasonable to the corporation and is in the best interests of the corporation. A written record must be made of these determinations. Furthermore, transactions that present particularly significant conflicts are reviewed by an independent committee of mass general brigham, which review is also documented. Conflicts of commitment by the mass general brigham president and ceo are addressed by requiring outside activities to be approved by the mass general brigham board chair. * as institutions are added to mass general brigham incorporated there is a transition period.”

“Process for determining compensation the organization has a board level compensation committee that reviews and approves the compensation for all listed officers and key employees except the secretary. The committee is comprised of members of the board who are not employed by the organization, and no member may participate in the review and approval of compensation if the member has a conflict of interest with respect to that compensation arrangement. The committee relies on data, provided by an independent compensation consultant, which includes comparable compensation for similarly qualified persons, in functionally comparable positions, at similarly situated organizations. The deliberations and decisions of the committee are documented in minutes of the meeting. This review process occurs on an annual basis.”

“Public availability of financial statement and governing documents: the organization's governing documents are filed with the massachusetts secretary of state and the financial statements are filed with the massachusetts attorney general, all of which are open to public inspection. The organization's conflict of interest policy is available on the member's website at https://www.massgeneralbrigham.org/”

“The establishment of mgbph as a pooling vehicle allows the members of mass general brigham incorporated the opportunity to provide greater efficiency and expertise to advance the prudent investment of charitable assets for the entire mass general brigham system as required in part by massachusetts law. Mgbph serves as a pooling and holding vehicle for its members'investments and thus an integral part of the mass general brigham system within the meaning of revenue ruling 78-41. 1978-1 c.b. 148. Mgbph serves as a repository for funds paid in by tax-exempt entities and a channel for the flow of investment proceeds on their behalf. Those funds are invested at the overall direction of mass general brigham for the benefit of mgbph's members. Having a strong investment program to ensure the continued growth of these entities' endowments is essential to the mass general brigham system, because it provides the financial strength and flexibility required to accomplish the mass general brigham system's exempt purposes and is in keeping with its fiduciary and statutory duties to prudently invest and monitor its charitable assets.”

“No change from prior year.”