Physicians Organization at Childrens Hospital Inc.

“The Children's Medical Center Corporation (the Medical Center) is the Class "A" member of the Physicians Organization at Children's Hospital, Inc. (the Organization). The Class "B" members consist of the following individuals: three physician directors (President, Chair of the Board, and Secretary/Treasurer), three non-chief physician representatives, and one At-Large non-chief physician representative elected by the Physicians Organization Congress. The Chief Operating Officer and the Chief Financial Officer of the Organization have the right to attend all meetings of the Board of Directors but they are not entitled to vote.”

“The majority of the board members of the Physicians Organization at Children's Hospital, Inc. (the Organization) are elected by the Physicians Organization Congress. The President, the Chair of the Board, the Chief Operating Officer, the Chief Financial Officer, and the Secretary/Treasurer are the principal officers of the Organization. The principal officers may appoint such assistants and other officers as they deem necessary, and such other officers shall have such authority and shall perform such duties as from time to time may be prescribed by the Board or principal officers. The Organization may also have such agents, if any, as the Board from time to time and at its discretion may appoint. The Class "A" member of the Organization elects the community representatives who serve from time to time as lay members of the Board of Trustees.”

“All of the board decisions are subject to approval by the Class "B" members of the Physicians Organization at Children's Hospital, Inc. (the Organization). The Class "A and "B" members have the right to approve the following: a) hiring and firing of senior management of the Organization excluding the officers; b) selection of the independent auditor and legal counsel of the Organization and any Foundation which approval shall not be withheld if selected from an approved list of firms mutually agreed to by the Board and the Members; and c) amendments to the Articles of Organization and by-laws of any Foundation but only after initiation and approval of such amendments by the Board of Directors of such Foundation.”

“The detailed review will be conducted by the Board of Directors; the Chief Financial Officer, Thomas J. Hart; and the Director of Financial Operations and Reporting, Anna Camarata. A copy of the Form 990 will be provided to the Board prior to filing. The detailed review will be conducted before filing the return with the Internal Revenue Service.”

“In conjunctions with Boston Children's Hospital, the Physicians Organization at Children's Hospital, Inc. (the Organization) administers an annual conflict of interest disclosure process to all of its member Foundations, which asks physicians (officers, top management, and highly compensated employees) and selected Foundation staff to disclose potential conflicts. A disclosure statement will be circulated annually to members of the Organization. The audit committee shall determine those individuals (including medical staff members) who shall be required to complete the disclosure statement. The audit committee, at its discretion, may either: 1) refer any or all disclosure statements to the Board of Directors; 2) appoint an ad hoc committee to review and resolve any conflict of interest issues; or 3) review and resolve any conflict of interest issues personally or through a designee(s). Any person not receiving a disclosure statement nevertheless has an affirmative obligation to disclose to the PO President, PO General Counsel, or his/her supervisor whenever he/she believes he/she has or may have a conflict of interest. Similarly, each person completing a disclosure statement has an affirmative obligation to update the statement any time circumstances change and/or he/she believes that a conflict of interest may exist. In the event a conflict of interest is found to exist, the Organization prohibits the member from voting on any matter to which the conflict relates or otherwise influence the voting on such matter. Violation of this policy may result in disciplinary or other remedial action, including termination of employment and removal from office.”

“The Physicians Organization at Children's Hospital, Inc. (the Organization) has a compensation committee that is comprised of elected officers. Compensation of officers and key employees is reviewed annually and benchmarked against comparable positions at similar entities. Goals are established at the beginning of the fiscal year which is an indicator in determining the subsequent year annual compensation increase. The Organization committee reviews and approves the annual compensation of the Chief Operating Officer, the Chief Financial Officer, and the Directors of the Organization. Faculty compensation must comply with the Boston Children's Hospital Physician Compensation Guidelines. These guidelines are developed in consultation with an independent external compensation consulting firm and are approved by independent Compensation Committee of the Board of Children's Medical Center Corporation and Boston Children's Hospital. The guidelines set the maximum compensation limits based on a peer group analysis for the Foundation. The maximum compensation limits are based on pediatric specialty, sub-specialty, academic rank, and include productivity adjustments. Any proposed compensation that exceeds the limits must be prospectively approved by the independent Compensation Committee of the Board of the Hospital. Annual compensation for inidividual faculty members is set by the President of each Foundation, reviewed, and approved by the Foundation in accordance with the Foundation's compensation policies and procedures. The Foundation's President's compensation is reviewed and approved annually on a prospective basis by the Boston Children's Hospital Chief Executive Officer and President/Chief Operating Officer.”

“The Organization maintains all financial statements, conflict of interest policies, and governing documents at its main office at 300 Longwood Avenue, Boston, MA 02115. The documents are available upon request.”

“The audit process and scope has not changed from the prior year.”