Navos

“Classes of members the sole corporate member is multicare health system, a related tax-exempt organization. Multicare shall act through its chief executive officer or designee as navos's sole corporate member.”

“classes of persons and the nature of their rights THE CHIEF EXECUTIVE OFFICER OR DESIGNEE OF MULTICARE HEALTH SYSTEM, AS THE SOLE CORPORATE MEMBER, HAS THE POWER TO APPOINT OR REMOVE ANY ELECTED DIRECTOR ON THE BOARD OF DIRECTORS OF NAVOS.”

“decisions requiring approval THE DECISIONS THAT REQUIRE THE SOLE CORPORATE MEMBER MULTICARE HEALTH SYSTEM APPROVAL ARE: APPOINTMENT AND REMOVAL OF ELECTED DIRECTORS; ANNUAL CAPITAL AND OPERATING BUDGETS, INCLUDING COMPENSATION PLANS; STRATEGIC PLANS; SELECTION AND APPOINTMENT OF THE CEO OF NAVOS; INCURRENCE OF INDEBTEDNESS; SALE OR DISPOSITION OF REAL PROPERTY; ADOPTION OR AMENDMENT OF ARTICLES OR BYLAWS; AND MERGER OR SALE OF SUBSTANTIALLY ALL ASSETS. ALL OTHER DECISIONS ARE MADE BY THE NAVOS DIRECTORS.”

“PROCESS USED BY THE MANAGEMENT AND/OR GOVERNING BODY TO REVIEW 990 The Form 990 is prepared by an outside accounting firm. Initial reviews were performed by levels of management in various departments throughout the organization, the Chief Operating Officer, and the Chief Financial Officer. A review was then performed by the board directors. Additionally, a review was performed by the Audit Committee of the MultiCare Health System Board, and included a presentation by the outside accounting firm. Lastly, a copy of the final Form 990, including all required schedules, was provided to each voting member of the board of directors for review prior to its filing with the IRS.”

“Monitoring and enforcement of compliance with conflict of interest policy each director, principal officer and member of a committee with board delegated powers shall annually sign a statement which affirms that such person a) has received a copy of the conflict of interest policy, b) has read and understands the policy, c) has agreed to comply with the policy and d) understands that the corporation is a tax exempt organization and that in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes. The board is responsible for making sure periodic reviews of the statements are done and may use outside advisors. If a conflict of interest arises, the interested person may present to the board, but must leave during the discussion of and vote on the conflict of issue transaction or arrangement. A disinterested person or committee is appointed to investigate alternatives and the board must exercise due diligence to determine if the organization can obtain a more advantageous transaction or arrangement. Regarding compensation, a voting member of the board who receives compensation, directly or indirectly, from the organization for services is precluded from voting on compensation matters. Appropriate disciplinary and correction action may be taken against interested persons who fail to disclose a conflict of interest.”

“The organization's chief executive officer is paid by a related tax-exempt organization and is disclosed as a person paid by a related organization. The process used to determine compensation of the ceo is performed by the related organization as follows: the board, through its compensation committee, consisting of independent, non-paid, board members of the related organization, are accountable for ensuring and approving a reasonable total compensation package, consistent with its compensation philosophy, for the ceo, cfo, top management officials and key employees for their management and leadership of related entities. Upon the identification of the compensation for the year, the independent consultant sullivan cotter, reviews the compensation as proposed by the board of directors, and conducts an independent review. At the conclusion of this review, sullivan cotter issues a reasonableness opinion to the related organization. This is done annually and was done for this current year. The independent consultants assessed that the compensation approved by the board for 2021 was objectively reasonable.”

“availability of governing documents, coi policy & financial statements NAVOS'S FINANCIAL STATEMENTS ARE AVAILABLE TO THE PUBLIC ON NAVOS'S WEBSITE AND BY REQUEST. NAVOS DOES NOT MAKE ITS GOVERNING DOCUMENTS OR CONFLICT OF INTEREST POLICY AVAILABLE TO THE PUBLIC.”

“Other changes in fund balance asset transfer from multicare health system $15,077,000 total $15,077,000”