Scan Group

“Bylaws were updated. Scan group - article 4, section 1 added the option of a meeting by video. Scan group - article 4, section 3 removed the requirement of a pre-designated time and place for consistency with the updates in article 4, section 1. Scan group - article 6, section 6 updated the description of responsibilities of the ceo to align with current responsibilities. Scan group - article 7, section 7 removed the requirement of minutes to note departures and reentries. Scan group - article 8, section 2 removed the requirement of the financial report of the independent auditors to be submitted to the audit committee 90 days prior. Scan group - throughout the bylaws, references to "his/her" were changed to "their."”

“The form 990 is prepared by the accounting firm of deloitte tax, llp working in conjunction with scan's finance department. Scan health plan's director of accounting has direct responsibility for this effort, subject to supervision by the vice president and controller of scan health plan. After an initial draft of the form 990 is prepared, it is circulated for review and comment by relevant members of the executive team who have responsibility for and/or knowledge regarding the various matters disclosed and/or described in the form. The general counsel, in particular, reviews the form 990 for accuracy and completeness. The draft form 990 is reviewed in pertinent part by the compensation committee of the board; the form 990 is provided in its entirety to the audit and compliance committees of the board of directors of scan group, and all members of the board of directors for review after it is prepared, and prior to filing.”

“Scan group regularly and consistently monitors and enforces compliance with its conflict of interest policy through annual circulation of a conflict of interest policy and disclosure questionnaire which all members of the board of directors, officers and members of executive management are required to complete and sign. In addition, there is annual mandatory compliance education and training and scan's compliance department is responsible for enforcement of scan's robust compliance program, including scan's code of conduct and compliance-related policies and procedures. Members of the executive team also have responsibility for enforcement. The legal department of scan group reviews all contractual relationships entered into by the organization and scan's general counsel is responsible for monitoring the conflict of interest questionnaire. The legal department of scan group monitors and enforces adherence to these policies on an ongoing basis.”

“The compensation for the chief executive officer of scan group and scan health plan is paid by scan group. The process for determining the compensation of the ceo of scan group is conducted by the compensation committee of the board of directors of scan group, all the voting members of which are independent persons. In determining the compensation of the ceo, the compensation committee works with and relies upon the counsel and expertise of an outside compensation consultant with well-established experience and expertise in the area of nonprofit health care organizations, executive compensation, and compliance with the intermediate sanctions requirements applicable to such compensation. The compensation consultant provides an executive compensation report to the compensation committee each year which furnishes the basis for determining the ceo's compensation package during the following year. The executive compensation report is based on a review of the executive compensation practices of a variety of organizations considered comparable to scan health plan based upon certain industry standard metrics. The compensation committee deliberates on the issue of the ceo's compensation package in consideration of the executive compensation report. Questions are asked of, and answered by the compensation consultant, regarding such report and other matters relevant to such package. Based on these deliberations, the compensation committee makes a recommendation to the board of directors of scan group regarding the compensation package for the ceo for the following year. The full board of directors of scan group deliberates and then votes on such recommendation; the ceo is recused for the entirety of such deliberations and vote. The minutes of the compensation committee and the board of directors for these meetings are prepared substantially contemporaneously and substantiate such deliberations and decisions. The outside compensation consultant providing the executive compensation report and guidance related to the 2024 salary package was mercer. The process for determining the compensation of the chief financial officer of scan health plan follows the same process as described above for the ceo. The process for determining the compensation of officers and senior vice presidents of scan health plan and scan group is conducted by the human resources department and chief executive officer (ceo) of scan group, with the approval of the compensation committee of the board of directors of scan group. All of the voting members of the compensation committee are independent directors. In determining each employee's compensation, the human resources department and compensation committee work with and rely upon the counsel and expertise of an outside compensation consultant with well-established experience and expertise in the area of nonprofit health care organizations, executive compensation, and compliance with the intermediate sanctions requirements applicable to such compensation. The compensation consultant provides an executive compensation report to the human resources department each year which furnishes the basis for the determination of each employee's compensation package during the following year. The executive compensation report is based on a review of the executive compensation practices of a variety of organizations considered comparable to scan health plan based on various metrics. The chief executive officer (ceo) makes a recommendation to the compensation committee with respect to each employee's compensation package in light of the executive compensation report. At the compensation committee meeting addressing such matters, questions are asked of, and answered by, the compensation consultant, regarding their report and other matters relevant to the compensation package; pursuant to their deliberations, the compensation committee makes a decision regarding the compensation package for such employees for the following year. The mi”

“Scan group's governing documents and conflict of interest policy are not made available to the public. Scan group makes its form 990, which contains financial information, available for public inspection.”

“Capital contributions from affiliates scan health plan (ca) 36,000,000. Capital contributions to affiliates -36,681,355. Goodwill (disregarded entity)”