GEISINGER HEALTH SYSTEM FOUNDATION AD HOC BYLAWS REVIEW COMMITTEE FOR PROFIT HEALTH CARE

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1 1. What is the size of the Board of Not less than 9 and not more than 20 members. Not mentioned in Bylaws, but per Certificate of Incorporation, not less than 3 and a maximum to be determined by the Board in its discretion. (currently 11) Bylaws do not specify a maximum size. (Current Board size is 11). 2. What are the Standing Committees and their functions and fiduciary responsibilities? Executive Audit Finance Investment Executive Audit & Compliance Audit Medical Affairs Patient Safety & Quality of Care Management & Comp Compensation Compensation and Human Resources Nominating Nominating & Corp Governance Nominating and Corporate Governance Resource Development (i.e fundraising) Public Policy Strategies and Responsibilities Geisinger Ventures CMCHS Transaction Compliance HSHS Transaction Compliance Other committees can be authorized by BOD Other committees can be authorized by BOD. Other committees can be authorized by BOD. Each committee has delegated authority as described in Committee Charters with reports to full Board. All Committees shall have a written charter of responsibilities, duties and authorities. 3. Does the Parent operate as a holding company or operating company? Holding Holding Holding 1

2 4. Are there term limits for Yes as stated in 3.09 and 3.10 herein, the Directors may serve four (4) consecutive, four (4)-year terms, with a maximum continuous service length of four (4) full terms. Eligible to return to serve up to an additional four (4) terms following a one (1)-year absence from the Board. No but not mentioned in Bylaws. Corporate Governance Guidelines: No term limits. All directors are elected for one-year terms and without staggered terms, and each year all directors must be renominated and stand for election for another year. Elected annually. Each of the directors shall hold office until the expiration of his term, as specified herein, and until such director s successor shall have been elected and qualified 5. Is there an age limit for No age restriction. Previously, Geisinger did have an age limit of 70, but that was eliminated from 3.07 in No person shall be nominated to the Board who has attained the age of 75 or more. No but not mentioned in Bylaws. 6. What are the qualifications for Director appointments? 3.04 Any natural person, whether or not a resident of PA and requires a leadership role in community, business world, and/or profession. Nominating Comm Charter identifies the criteria sought in candidates. Criteria found in Corporate Governance Guidelines Section 3.03 Nomination of Director Candidates provides details on the process for shareholders to propose directors. However, there are no specific criteria set forth in bylaws as to the qualification of a potential director other than to satisfy independence requirements to be on audit committee as a financial expert. 7. Are members of management (the CEO or others) permitted to be voting Yes. By virtue of title, the CEO is an ex officio voting member of all GHS Boards and their standing committees. Yes, CEO CEO shall preside at all meetings of the shareholders. CEO shall perform such other duties as from time to time may be assigned by the Board of Directors. 2

3 8. Are management Directors (like the CEO) voting members of any, all or only specific committees? Yes. By virtue of title, the President and CEO is a voting member ex-officio of all Standing Committees. No but not mentioned in Bylaws. Audit & Compliance, Compensation and Nominating Committees are comprised solely of Independent Directors. 9. Can non Directors be added as ad hoc voting members to Standing Committees? Yes. Non-Directors shall have voting privileges and shall possess the expertise required to guide the Standing Committees in fulfilling their respective purposes and functions, as long as the majority of any Standing Committee s membership consists of Directors. No. Comprised solely of Independent Directors. Yes. Per Section 3.14, non-directors can be appointed to committees. 10. Are there minimum attendance requirements for No. No but Directors encouraged to attend meetings. Not mentioned in Bylaws 11. Is there a formal process for removal of No formal process for Foundation Directors. Foundation bylaws do not specify the basis or process for removal of Directors, other than to state the CEO, Chair and committee members may be removed with or without cause ( 3.07, 4.08 & 5.05). Yes. Any director may be removed from office at any time, either with or without cause, at a meeting of the stockholders called for that purpose subject to certain limitations provided in stockholder agreements. Yes. Any or all of the directors may be removed from office at any time, with or without cause, in accordance with Section 302A.223 of the Minnesota Statutes. In the case of the HSHS Designee to the GHSF Board, that individual may not be removed except in accordance with provisions of the Definitive Agreement ( 5.05). 3

4 12. What are the qualifications for Committee appointments? For Audit & Compliance Membership, in addition to being Independent Directors, members also must meet the requirements of Rule 10A-3 of the Securities Exchange Act of 1934, specifically, such members may not: (i) directly or indirectly accept any consulting, advisory or other compensatory fee from the Company or its subsidiaries, other than: (1) fixed amounts of compensation under a retirement plan (including deferred compensation) for prior service with the Company that is not contingent in any way on continued service, and (2) compensation for service as a Board or committee member; or (ii) be an affiliated person (as defined in Rule 10A-3) of the Company or its subsidiaries Compensation Comm: independence requirements set forth in Section 303A.02(a)(ii) of the NYSE Listed Company Manual and each Compensation Comm member must be: (i) a non-employee director within the meaning of Rule 16b-3 promulgated under the Exchange Act or any successor rule or regulation; and (ii) an outside director within the meaning of Section 162(m)(4)(C) of the Internal Revenue Code of 1986, as amended, or any successor provision. 13. Do committees have the ability to hire and oversee their own independent consultants? Not mentioned in Bylaws or Charters Except Audit Comm Each Committee shall have full power and authority to consult with the Company s counsel or to otherwise retain at the Company s expense the services of such advisers and experts, including counsel, as the Committee deems necessary or appropriate with respect to specific matters within its purview. Chair and Lead Independent Director shall recommend outside advisors and consultants, as necessary, who report directly to the Board on Board related issues. 4

5 14. Is there a mechanism for creating classes of Directors with overlapping terms of office? Yes. The Directors shall be divided into four (4) classes of approximately equal number. The seats of one (1) class of Directors shall be up for election each year on a rotating basis. 5