Capital Region Health Ventures Corp

“Concord Hospital, Inc. a charitable corporation, acting by and through its Board of Trustees, shall be the sole member of the Corporation.”

“The Board of Trustees shall be composed of not less than five nor more than ten persons, the number to be established and elected by the Member, at least one of whom is also a Trustee of Concord Hospital, Inc. Any Trustee may be removed at any time, with or without cause, by the Member.”

“The affairs of the Corporation shall be managed by the Board of Trustees who shall have and may exercise all the powers of the Corporation, except those reserved to the Member by law, the Articles of Agreement or the bylaws. In addition: -The Corporation's annual operating budget and all capital budgets shall be subject to approval by the Member. -Any overall strategic plan for the Corporation, including the development of off-site facilities, the addition of new programs and affiliations with other institutions, shall be consistent with the strategic plan of the Member as determined by the Member. -The borrowing of any sum in excess of $100,000 which has a stated term greater than one year or which is secured by a mortgage of all or any portion of the Corporation's real property or by a security interest in the Corporation's assets or revenues shall be subject to approval by the Member, provided, however, that approval by the Member shall not be necessary for any borrowing to purchase or lease equipment or other personal property secured by a purchase money lien or a title retention or security agreement except as incident to the review of the capital budget pursuant to paragraphs above. -Any voluntary dissolution, merger or consolidation of the Corporation or the sale or transfer of all or substantially all of the Corporation's assets or the creation or acquisition of any subsidiary or affiliate corporation shall be subject to approval by the Member. -The Board shall select as certified public accountants for the Corporation the firm which audits the books and records of the Member.”

“All board members receive a copy of the 990 to review prior to filing the report.”

“Each Trustee, officer and committee member, upon entering the duties of his/her office and annually thereafter, will be advised of this policy and shall sign a statement acknowledging his/her understanding of and agreement to this policy. Annual reviews will adhere to state regulations that require public notice for any significant pecuniary transaction.”

“The evaluation of the performance of the Chief Executive Officer ("CEO") of Concord Hospital and its subsidiaries (collectively the "Hospital") is an important responsibility of the Concord Hospital Board of Trustees (the "Board") and is vital in ensuring that the Hospital meets its mission. The Board has delegated the responsibility of initiating the process of conducting the CEO's performance evaluation and initiating the process of setting the CEO's compensation to the Board's Compensation Committee. The Compensation Committee also is charged with the responsibility of reviewing the appropriateness of the compensation of the Hospital's Chief Operating Officer (COO), Chief Financial Officer (CFO), and Chief Medical Officer (CMO) as proposed by the CEO. The Compensation Committee shall present its report of the CEO's annual performance to the Board for its further input and consideration. The Compensation Committee shall also make its recommendation to the Board concerning the CEO's compensation. Finally, the Compensation Committee shall make its recommendation to the Board concerning the compensation of the COO, CFO, and CMO. The Board shall review the recommendations of the Compensation Committee as to the compensation of the Hospital's CEO, COO, CFO, and CMO and shall set their compensation as the Board deems appropriate. The Board directs that the Compensation Committee and the Board itself, in their respective undertakings of recommending and setting the compensation of the Hospital's CEO, COO, CFO and CMO, avoid conflicts of interest and be guided by the "rebuttable presumption of reasonableness" regulations under the so-called "Excess Benefit Transaction" provisions of the Internal Revenue Code ("IRC"). The Board authorizes the Compensation Committee to use such financial and advisory (e.g., legal counsel, consultant) resources as it reasonably deems appropriate to fulfill its duties in evaluating the CEO's performance and in making its recommendations to the Board regarding compensation for the CEO, COO, CFO, and CMO.”

“Yes, the organization makes all of this information available to the public. Audited financial statements and the most recent quarter ended financial statements are posted to the Electronic Municipal Market Access (EMMA) website. In addition to this, the Hospital sends its annual report, including a financial summary, to members of the community via the US Postal service. Governing documents and conflicts of interest filings adhere to state regulations that require public notice for any significant pecuniary transaction.”

“The compensation reported for Robert P. Steigmeyer and Scott Sloane was paid by Concord Hospital for their services as full-time executives. In total, they each worked an average of 63 hours per week for all entities in the Concord Hospital health care system, of which an average of 1 hour per week was dedicated to Capital Region Health Ventures Corp.”

“Professional fees and purchased services: Program service expenses 2,015,495. Management and general expenses 594,906. Fundraising expenses 0. Total expenses 2,610,401.”

“Net transfers to affiliates -4,410,309. Adjustment for non-controlling interest in partnership 180,933. Provision for tax overpayments 17,000.”

“There was no change in the process for oversight of the audit and of financial statements for the fiscal year. The same independent firm of accountants performed the audit for the fiscal years ending 9/30/2022 and 9/30/2023.”