Bristol Hospital Incorporated

“The Executive Committee is comprised of the President of the Medical Staff of the Hospital and additional members, all of which are on the governing body. The Executive Committee has the power to transact any business of the Corporation requiring action during the interim between Regular Meetings of the Board of Directors, provided any action taken shall not conflict with the policies or express wishes of the Board and further provided that the Executive Committee shall report all matters on which it acts to the Board.”

“The organization has a sole member, which is Bristol Hospital and Health Care Group, Inc. There are no classes of members.”

“The organization's sole member has the right to elect the Board of Directors of the Corporation and shall have all of the other rights, powers and privileges accorded to the members of a non-stock, nonprofit corporation under Connecticut law.”

“The organization's sole member has the following rights: (a) To accept, amend or reject, after approval by the Board of Directors, the annual business plan and operating and capital budgets of the Corporation. (b) To approve any programs and expenditures requiring Certificate of Need approval by appropriate governmental bodies and plans that materially affect the growth and development of the Corporation. (c) To approve significant affiliation agreements between the Corporation and other institutions, significant fund raising programs proposed to be conducted by the Corporation, the sale or disposition of any assets of the Corporation not in the ordinary course of business, and the incurrence of any indebtedness for borrowed money not in accordance with an approved operating or capital budget. (d) To remove any member of the Board of Directors at any time, regardless of the term for which such Director may have been elected. (e) To vote upon all matters on which members are entitled to vote under the Act.”

“A completed 990 is provided to each board member before it is filed. This provides an opportunity for members to ask questions and follow up with the finance team regarding any issues or concerns. The 990 is also reviewed internally by members of the finance and management teams.”

“The parent organization, Bristol Hospital and Health Care Group, has three conflict of interest policies - one for the Board of Directors and Committee Members, one for Non-Medical Staff Employees, and one for Medical Staff Members. Board of Directors and Committee Members Each of the above listed persons receives, reads and signs a statement once annually agreeing to comply with the Conflict of Interest Policy. If any actual, apparent or potential conflict of interest arises, the person shall make full disclosure of such actual, apparent or potential conflict of interest, within fifteen (15) days of the time that such conflict is discovered, or at least once annually at the commencement of each calendar year, with regular written updates to accord with any change in circumstances. The Governance Committee reviews all such disclosures to determine whether an actual, apparent or potential conflict of interest exists. Decisions pertaining to actual, apparent or potential conflicts of interests shall be made by the Governance Committee. The Corporate Compliance Officer (CCO) shall be available to the Governance Committee upon request. In the event that it determines that an apparent or potential conflict of interest exits, the Governance Committee shall institute a reasonable compliance management plan including periodic reviews of relationships or activities of any person or relative. Any changes or modifications in such relationships or activities shall be periodically reviewed and evaluated by the Governance Committee. Non-Medical Staff Employees Same process as outlined above with one exception: The oversight, review and determinations of disclosures are made by the CCO. The Bristol Health Executive Leadership Group (ELG) shall be available to the CCO upon request. Medical Staff Members Medical Staff Members complete Conflict of Interest disclosure statements during the initial credentialing process and subsequently every two years during the re-credentialing process. Any new relationships that arise in the interim deemed to be a potential conflict must be disclosed in a timely manner. Disclosures are reviewed and determinations are made by the Executive Committee of the Medical Staff (ECMS). The CCO is a member of this committee. In the event that the ECMS determines that an apparent or potential conflict of interest exits, a reasonable compliance management plan including periodic reviews of relationships or activities of any person or relative will be instituted. Any changes or modifications in such relationships or activities shall be periodically reviewed and evaluated by the ECMS.”

“The Executive Compensation Committee is authorized under the Bristol Hospital and Health Care Group bylaws and is responsible for (1) determining the overall total compensation strategy for all corporate officers, (2) approving all compensation and benefits decisions for corporate officers, and (3) reporting such actions to the full Bristol Hospital and Health Care Group Board on an annual basis. In addition, the Executive Compensation Committee expressly determines the reasonableness of total compensation and benefits for all corporate officers and assures that all officer compensation decisions are made after thorough consideration of and comparison to the market practices of other similarly situated not-for-profit healthcare executives in comparable organizations. The Executive Compensation Committee consists of Board members who do not have material financial interests that could be affected by the officer compensation decisions made by the Committee. The comparability data used to assist the Executive Compensation Committee in its compensation deliberations are compiled by an independent, national compensation consulting firm that is retained by and reports directly to the Executive Compensation Committee. The data collected by the consultant consists of market information for executives in functionally similar positions in similarly situated not-for-profit healthcare organizations. The deliberations and decisions of the Executive Compensation Committee are contemporaneously documented, reviewed and approved by the Executive Compensation Committee and provided to the Board on an annual basis. The last compensation review for the CEO, other officers and key employees occurred November 30, 2017.”

“The process described above WAS also USED TO ESTABLISH COMPENSATION FOR OFFICERS AND KEY EMPLOYEES IN THE FOLLOWING ROLES AND POSITIONS: PRESIDENT/CEO, VICE PRESIDENT OF FINANCE/CFO, VICE PRESIDENT/HUMAN RESOURCES AND SUPPORT SERVICES, AVP OF INFORMATION TECHNOLOGY, SENIOR VP/PATIENT CARE SERVICES / CHIEF NURSING OFFICER, AVP CHIEF DEVELOPMENT OFFICER AND SENIOR VICE PRESIDENT/CHIEF MEDICAL OFFICER. THIS PROCESS LAST OCCURRED IN DECEMBER 2017.”

“Governing documents, conflict of interest policy, and financial statements are available to the public upon request.”

“Other revenue - Total Revenue: 340773, Related or Exempt Function Revenue: 340773, Unrelated Business Revenue: , Revenue Excluded from Tax Under Sections 512, 513, or 514: ;”

“Increase in assets held in trust by others - 83772; transfer to bristol hospital multispecialty group - -5562110; pension changes other than net periodic benefit costs - 7685799; change in interest in net assets of foundation - 629340; transfer to bristol healthcare, inc and subsidiary - -619591; temp restricted net assets released from restrictions - -675931;”