Risant Health Inc

“Voting members and governing body the number provided represents the number of external directors including 4 kfh affiliated members (who shall be individuals who are treated as representatives of, or directly or indirectly controlled by, kaiser foundation hospitals ("kfh") pursuant to the controlled group rules, 2 gh board-nominated members (who shall be nominated by the geisinger health ("gh") board of directors from among its members), and 1 cone board-nominated member (who shall be nominated by the board of the moses h. Cone memorial hospital ("cone") board of directors from among its members).”

“In connection with the acquisition of the moses h. Cone memorial hospital ("cone"), the bylaws were amended to create a director position that is to be nominated by cone's board of directors from among its members, subject to such individual being reasonably acceptable to kfh and satisfying any other conditions provided in the bylaws. The amendment also included corresponding updates in several sections to clarify cone's nominating rights.”

“The sole member at any time shall be the chairperson of the board of the corporation then serving, who shall hold such membership so long as, and only so long as, such person continues to be the chairperson of the board.”

“Directors shall be elected by the sole member at the annual meeting of the member or at other times as may be required by vacancies, subject to nomination rights of kfh and each acquired member organization. Any director may be removed by the sole member, at any time with cause. All vacancies in the board shall be filled by the sole member, subject to nomination rights of kfh and applicable acquired member organization.”

“The sole member has the following powers: (a) elect and remove directors and fill any vacancies on the board, subject to the nomination rights of kfh board and applicable acquired member organization (b) amend the corporation's certificate of incorporation or bylaws without any action by the board, subject to the approval of kfh (c) approve/disapprove any amendment to the corporation's certificate of incorporation or bylaws proposed by the board, subject to the approval of kfh (d) cause the corporation to make a filing for bankruptcy or reorganization, or cause the corporation to be dissolved, subject to the approval of kfh (e) require the corporation to take appropriate actions as necessary to comply with material provisions of applicable law kfh has the right to approve the following: (1) any action inconsistent with the mission of the corporation or kfh (2) any action inconsistent with the corporation's 5-yr strategic plan as approved by kfh (3) incurrence by the corporation of debt (other than from a kfh affiliate (4) the creation of any subsidiary, jv, investment interest, or new line of business of the corporation with assets exceeding $1b (5) any corporate naming or branding (6) any amendment to the corporation's mission statement, fundamental purpose, or bylaws or certificate of incorporation (7) any corporate activity or action that could create a risk of loss of tax exemption for the corporation or kfh (8) transfer of the corporation's membership interest to a controlled affiliate of kfh, subject to the corporation's/kfh's obligations and the rights of the acquired member organizations under the respective health system agreement ("hsa") (9) any acquisition, transaction, sale or lease of material assets, jv, affiliation, contractual relationship or any other transaction as to assets of the corporation that imposes a material restrictive covenanct, right of first offer, right of first refusal, option or exclusive dealing covenant on the corporation or a kfh affiliate (10) appointment or change to the corporation's auditor or legal counsel in addition, kfh has the right to approve the following: (1) the dissolution of the corporation, subject to restriction prior to march 31, 2034, and the corporation's/kfh's obligations or the rights of acquired member organizations under respective hsa (2) any acquisition, transaction, sale or lease of material assets, jv, affiliation, contractual relationship, or any other transaction as to material assets of the corporation that either (i) is inconsistent with the 5-year strategic and economic plan, or (ii) has a value exceeding $1b (3) capital expenditures of the corporation that either: (i) are inconsistent with the 5-year strategic and economic plan, or (ii) exceed $1b”

“Form 990 Review Process 1. KEY INFORMATION IS OBTAINED AND/OR CONFIRMED WITH INTERNAL SOURCES INCLUDING REGIONAL FINANCE, EXECUTIVE COMPENSATION, TREASURY AND LEGAL. 2. PRIOR TO FINALIZATION, THE RETURN IS REVIEWED WITH AN EXTERNAL TAX ADVISOR. 3. ONCE SIGNED BY AN EXTERNAL TAX ADVISOR, THE RETURN AND UNDERLYING DATA ARE REVIEWED BY AN OFFICER OR A MEMBER OF MANAGEMENT DESIGNATED BY AN OFFICER FOR SIGNATURE AND FILING. 4. COPIES ARE THEN PROVIDED TO BOARD MEMBERS PRIOR TO FILING.”

“Ethics and Compliance Ongoing Monitoring and Enforcement Activities Kaiser Permanente regularly and consistently monitors and enforces compliance with the Conflicts of Interest policy in the following ways: Reporting Conflicts of Interest Concerns - The Ethics and Compliance Hotline or Webline is available to all employees, vendors, contractors, and agents to anonymously report actual or perceived conflicts of interest. The Hotline is managed by a third party; however, reported conflicts of interest allegations are provided to Ethics and Compliance for investigation, and if required, corrective actions are taken to address the conflict of interest. Employees are prohibited from retaliating against or intimidating anyone who reports concerns in good faith or refuse to participate in wrongdoing. Executive Disclosure Process - Executives are required to fill out a disclosure form upon their hiring or promotion to this level. Any necessary actions, such as requesting additional information from the Executive, are handled in compliance with established policies and written standards. Responses and actions regarding conflicts of interest are documented within our record-keeping system for tracking and reporting purposes. Annual Disclosure Process - Annually, Directors, Officers, Key Employees, Executives, and other employees in roles with elevated risk (e.g., research investigator, managers and supervisors with funds disbursement authority, or sales consultants) are required to complete a Conflicts of Interest Disclosure form. Responses are reviewed by Ethics and Compliance, Board Services, and / or the Governance, Accountability and Nominating Committee of the Kaiser Foundation Health Plan/Hospital Board of Directors. When actions are required, they are addressed in accordance with policies and written standards. Conflicts of interest responses and actions are maintained in our system of record for tracking and reporting purposes. Ongoing Disclosure Process - In addition to the annual disclosure process and in accordance with the Conflicts of Interest policy, on an ongoing basis Ethics and Compliance receives, consults, and reports on conflicts of interest matters. External Audit Review of Disclosures - Annually, as a part of the Kaiser Permanente external audit, an outside certified public accounting firm reviews the conflicts of interest disclosure process and actions taken for Directors, Officers, Key Employees, and Executives. The results, inclusive of any findings, are presented to the Kaiser Foundation Health Plan/ Hospital Audit and Compliance Committee of the Board of Directors. Awareness and Enforcement - The following general awareness and enforcement guidelines are followed: - Interactive conflicts of interest scenarios, and the Conflicts of Interest and Corrective or Disciplinary Action policies are provided and reviewed as part of the general annual ethics and compliance training, and compliance training for new employees. - Employees who complete the training are provided learning boosters which occur 2 days, 2 weeks, and 2 months after the course to help retain and apply learning. - The Conflicts of Interest Policy is reviewed and attested to by those selected to complete the annual disclosure form. - Conflict of interest topics (e.g., how to disclose conflict of interest situations, examples of conflicts of interest, etc.) are included in annual Ethics and Compliance week's activities. - Road shows are conducted throughout the year to educate employees in elevated risk departments, such as Community Health, on conflicts of interest situations. - Represented employees are subject to corrective or disciplinary action provisions outlined in the regional or national collective bargaining agreements and applicable policies. In the event disciplinary action is required due to failure to comply with applicable legal and regulatory requirements, policies and procedures, the Code of Ethical Conduct (Principles of Responsibil”

“COMPENSATION DETERMINATION THE EXECUTIVE COMPENSATION PROGRAM AS ADMINISTERED BY Risant Health, Inc. IS DESIGNED TO RECRUIT, RETAIN AND MOTIVATE QUALIFIED SENIOR MANAGEMENT PERSONNEL. SENIOR MANAGEMENT PERSONNEL HAVE A SIGNIFICANT IMPACT ON THE STRATEGIC AND POLICY DIRECTION AND RESULTS OF THE ORGANIZATION. THEREFORE, THE EXECUTIVE COMPENSATION PROGRAM IS, TO A SIGNIFICANT DEGREE, PERFORMANCE-BASED. THE COMPENSATION PROGRAM IS REVIEWED ANNUALLY BY THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS AND THE MANAGEMENT COMMITTEE ON COMPENSATION. PRIOR TO PAYMENT, ALL PROGRAMS AND PAYMENTS TO THE CEO AND TOP MANAGEMENT OFFICIALS (EXECUTIVES) ARE REVIEWED BY THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS AND THE MANAGEMENT COMMITTEE ON COMPENSATION. BASE PAY FOR EXECUTIVE POSITIONS IS ESTABLISHED AT A LEVEL COMPARABLE TO THE RELEVANT MARKET. IN ADDITION, OTHER COMPONENTS OF THE COMPENSATION PROGRAM BEAR 'AT-RISK' FEATURES DESIGNED TO FOCUS ON STRATEGICALLY IMPORTANT PERFORMANCE GOALS AND TO ASSIST IN ATTRACTING AND RETAINING TOP PERFORMERS. THE EXECUTIVE COMPENSATION PROGRAM IS TARGETED TO BE COMPETITIVE TO THE COMPARABLE EXTERNAL MARKET IN WHICH THE ORGANIZATION COMPETES FOR EXECUTIVE LEADERSHIP. EVALUATION OF COMPARABLE PAY DATA IS PERFORMED BY AN INDEPENDENT COMPENSATION, BENEFITS & HUMAN RESOURCES CONSULTING FIRM.”

“To request copies, contact: national communications - rm operations kaiser foundation health plan and hospitals one kaiser plaza, 22nd floor oakland, ca 94612”

“These documents are made available when regulatorily required.”

“Hours for related organizations all officers work full time in their employee capacity. Full time work may require in excess of the traditional 40 hour week. Given the integrated nature of our organization, employees may provide support for various risant health related organizations. The average hours per week reported for the filing organization and related organizations were estimated.”

“ORGANIZATION'S MISSION To expand and accelerate the adoption of value-based care in diverse, multi-payer, multi-provider, community-based health system environments.”

“Other changes in net assets or fund balances common stock $ (80,500) preferred stock 29,366,472 paid-in surplus 2,599,466,991 purchase accounting related adjustments (6,528,295,435) ----------------- total $ (3,899,542,472)”