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 Clerk/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 Clerk/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. A lay member of the Board of Trustees of the Class "A" member serves as the community representative of the Organization.”

“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) 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 Board has delegated the audit and compliance authority to the Boston Children's Hospital (the Hospital) Audit Committee for the selection of the external auditor or internal audit programs. Relative to the PO, the following individuals shall be added to and shall serve on such Audit Committee ex officio without vote: the President of the Organization, the Treasurer/Clerk of the Organization, the Physician-in-Chief, the Surgeon-In-Chief, and one of the non-chief physician directors serving on the Board pursuant to Section 4.3(vi) above. The Audit Committee shall meet according to a schedule developed by the Hospital in consultation with the PO. The Audit Committee shall: (a) approve the selection of all external auditors to ensure quality and integrity of Foundation financial statements or other related regulatory or internal audits; and (b) monitor internal controls (including, but not limited to, accounting, compliance, regulatory matters, and designing policies to mitigate risk).”

“The board has voted to designate the review process to the Executive Committee which is comprised of the elected and non-elected members of the Organization. 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 conjunction with Boston Children's Hospital (the Hospital), the Physicians Organization at Children's Hospital, Inc. (the Organization) has a Conflict of Interest and Commitment policy that applies to all Chiefs, Senior Directors, Directors, and others who exercise influence over important strategic, business, and purchasing decisions of the PO. They are required to complete an annual conflict of interest disclosure questionnaire about their financial interest and outside activities. If an expected questionnaire is not returned, the Compliance Officer notifies the individual's supervisor or the CEO/COO, and repeated requests for the completed questionnaire are made until the questionnaire is completed. Responses are reviewed by the Compliance Officer and any potential conflicts are discussed with the Office of General Counsel and/or the individual's supervisor; any actual or potential conflicts are managed by termination of the conflict. Management of the conflict, recusal, disclosure, review, or a combination thereof. 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 non-elected officers and key employees are 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, research, teaching and administrative responsibilities, 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 individual 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.”