Queenscare

“St. Joseph's Health Support Alliance, a California non-profit, nonstock, public benefit corporation described in Section 501(c)(3) of the Internal Revenue Code, is the sole corporate member of QueensCare.”

“In its capacity as QueensCare's sole corporate member, St. Joseph's Health Support Alliance has the authority to appoint, remove, and replace each of the members of QueensCare's Board of Directors.”

“St. Joseph's Health Support Alliance, as QueensCare's sole corporate member, has the right to approve certain fundamental transactions, such as amendments to by-laws, QueensCare's Articles of Incorporation or resolutions to dissolve QueensCare's corporate existence.”

“Following preparation of a final draft of the Form 990 by the organization's tax preparers, the organization's CEO and CFO review, analyze and discuss the final draft to better ensure its accuracy and completeness. After the return is filed, the CEO and CFO review and discuss material aspects and details of the return at the next regularly scheduled meeting of the Board of Directors.”

“The organization's Board members, corporate officers, and staff are subject to a written conflicts of interest policy. Pursuant to that policy, each such person is required to identify any transaction with the organization in which the person has (or may have) a financial interest. If a conflict (or potential conflict) is identified, the Board,excluding any involved Board members, carefully reviews the terms of the transaction and makes a determination as to whether the transaction is fair and reasonable to the organization under all the facts and circumstances. The organization monitors and enforces compliance with this policy by: (i) discussing such issues at its annual meeting; (ii) requiring all covered persons to annually provide written certification of their compliance with the policy; and (iii) carefully reviewing all material transactions to identify potential or real conflicts.”

“A Compensation Committee comprised of independent Board members formulates a proposed compensation level for the CEO by reviewing general compensation data for similarly situated organizations. Following such a review, the Compensation Committee presents its findings and recommendations to the Board at which Board members are provided with the opportunity to ask questions. Based on the findings and recommendations of the Compensation Committee, a Board vote is taken to establish the new compensation level for the CEO. Deliberations of the Compensation Committee and the Board are recorded in the organization's minute book. The evaluation, review, and recommendation process was last undertaken by the Compensation Committee in August 2014 and its findings and recommendations with regard to the CEO's compensation level were approved by the Board in September 2014. Director Jay Guerena devoted approximately two hours of his time per week to a related organization, QueensCare Health Centers(QHC), in his capacity as a Vice-Chair of QHC. Secretary Sr. Judy Murphy devoted approximately 10 hours of her time per week to QHC in her capacity as QHC's Secretary. Sr. Murphy also provided services to QueensCare as an independent contractor for which she was compensated. Director Allan Michelena devoted approximately 2 hours of his time per week to QHC in his capacity as Chairman of QHC's Board of Directors. Director David Walsh devoted approximately two hours of his time per week to QHC in his capacity as a Director of QHC. CEO Barbara Hines devoted approximately 20 hours of her time per week to QHC in her capacity as QHC's CEO. QueensCare's CFO, Gary Grubbs, also devoted approximately 20 hours of his time to QHC as its Chief Financial Officer.”

“The organization's annual information return (Form 990) is available on a third-party website (GuideStar). The organization provides copies of its governing documents, its conflict of interest policy, as well as its three most recent Forms 990 to any interested person that makes a request for such documents.”