The Danbury Hospital

“For those officers and top 5 employees, for which only 40 hours is noted to reflect paid hours, actual hours worked exceeded this amount. Note: All amounts in column F, of Part VII, "Estimated Amount of Other Compensation", represent benefits, and do not reflect any compensation for which the average amount of time worked can be reflected.”

“The sole member shall be responsible for electing, at the annual meeting of the membership, the members of the Board of Directors of the Hospital to serve for three year terms and until their successors are elected and have qualified.”

“The policies exist at the parent level, which are followed by each entity and are approved by the parent board, but not each individual board. This excludes the record retention policy, which is approved only by the parent audit committee. Form 990, Part III - PROGRAM SERVICE, Line 4A MEDICAL SERVICE LINE Danbury Hospital's Medical Service Line consists of the following services: Inpatient Cases: Gastrointestinal 1,833 Infectious Disease 1,079 Internal Medicine 698 Neurology Medicine 510 Renal/Urology Medicine 840 Pulmonary Medicine 1,423 All Other Inpatient 1,826 Outpatient Service Line Cases: O/P Medicine 9,465 O/P Medicine Comm. Clinic 21,385 O/P Medical Oncology 10,653 O/P Pulmonary Medicine 5,257 DIGESTIVE DISEASES: Our Digestive Disease Center is staffed by renowned fellowship-trained gastroenterologists. We use advanced diagnostic and treatment technology in a compassionate and supportive manner. The following services are provided: Ablation therapy for Barrett's esophagus, Colon cancer screening, Colonoscopy, Cryotherapy, Endoscopy, Endoscopic ultrasound and fine-needle aspiration,, Lactose tolerance testing, LINX Reflux Management System for treatment of GERD, Wireless capsule endoscopy and Laparoscopic fundoplication for GERD. INFECTIOUS DISEASE: Danbury Hospital's infectious disease specialists treat the full range of infectious diseases, including conditions caused by living organisms (bacteria, viruses, fungi and parasites), HIV, and related conditions, Lyme disease, chronic and wound-related infection, and travel-related infection. Our doctors have expertise in the proper use of antibiotics and other anti-infective medicines to treat disease and also collaborate with primary care doctors, specialists and surgeons to provide individualized treatment for each patient. INTERNAL MEDICINE: whatever your medical needs, Danbury Hospital provides expert care in the warm, focused and personal manner you deserve. Specialists in primary care, our family medicine physicians treat infants, children and adults of all ages. Services include preventive medicine (including vaccines and immunizations), diagnosis and treatment of chronic and acute illnesses and injuries, and coordination of specialty care. Our family physicians are trained to provide medical care for patients ranging in age from pediatrics through adult and geriatrics. NEUROLOGY AND STROKE: We offer expertise in treatment of neurological disorders, including stroke, epilepsy, headache, Parkinson's disease, Alzheimer's disease and Vertigo. One of the nation's first hospitals to earn primary stroke center accreditation from the Joint Commission and receive the silver performance award from the AHA's Stroke Association for the quality of care we provide. We have been regularly recognized by the Connecticut Department of Public Health for consistently demonstrating the ability to rapidly diagnose and treat stroke. Committed to remaining on the forefront of rapid and effective stroke care, we continue to incorporate the latest effective treatments. UROLOGY: Our expert urologists treat conditions such -Female urologic disorders, including urinary incontinence and voiding dysfunction -Infertility -Kidney, bladder, prostate and testicular cancer -Kidney stones -Male sexual difficulties -Prostate cancer -Urinary tract INFECTIONS -Vasectomy and vasectomy reversal Procedures we perform include: -Extracorporeal shock wave lithotripsy for kidney stones -Laparoscopic nephrectomy -Minimally invasive photo-vaporization of the prostate -Minimally invasive surgical treatment for female incontinence -Pyeloplasty PULMONOLOGY: We offer outstanding diagnosis, treatment and care for patients with all types of pulmonary conditions. We perform specialized services, such as cardiopulmonary exercise testing to measure degree of fitness and aid in the assessment of shortness of breath; specific diagnostic asthma testing; and testing to determine the need for supplemental oxygen for everyday l”

“OFFICERS, DIRECTORS, ETC. Richard Jabara and Ervin Shames, both directors of Danbury Hospital have a business relationship.”

“Documents changes in governing documents form 990, part vi, question 4 the following significant changes were made to the bylaws of danbury hospital for the fiscal year ended september 30, 2016: section 3.2. This section of the bylaws outlines the number and composition of the banbury hospital board of directors. This sections was amended to remove the requirement that danbury hopsital's board of directors must, at all times, include at least two individuals who also serves as directors of the member (western connecticut health network) and the norwalk association (a related organization). Section 5.5. This section of the bylaws outline the powers and responsibilities of the president. This section was amended to remove the requirement that the president shall be the same individual serving as the president of the norwalk hospital association. Form 990, part vi, line 5 - explanation of classes of members or shareholder western connecticut health network, inc. Is the sole member of danbury hospital.”

“BY MEMBERS OR SHAREHOLDERS Certain fundamental decisions to be undertaken by the Hospital require the approval of the Member. a) The actions listed below, taken for the Hospital or in its capacity voting as a shareholder or member of a subsidiary ("Danbury Subsidiary") shall not require approval by the Board and are reserved solely to the Member: -The amendment of the Hospital's bylaws; -The election or removal of a director; -Approval of investment policies; -Approval of the adoption of or amendment to any qualified or any non-qualified benefit plan; -Approval of the adoption of or any amendment to the policies and procedures governing a) indemnification of directors and officers of the Hospital or any Danbury Subsidiary; b) conflicts or dualities of interest; c) accounting and investment standards and practices and d) such other policies the Member may determine; -Approval of system-wide quality, performance and credentialing standards and procedures to which the Hospital or any Danbury Subsidiary is expected to adhere; and -Approval of regulatory compliance and methodology for physician compensation arrangements. The actions listed below, taken for the Hospital or in its capacity voting as a shareholder or member of a Danbury Subsidiary, which require approval of the Board, must also be approved by the Member: -The election and removal of a director of a Danbury Subsidiary; -The election of the officers of the Hospital; -Approval of all operating and capital budgets of the Hospital and Danbury Subsidiary; -Approval of any amendment or restatement of the Hospital's certificate of incorporation, bylaws, or operating agreement of any Danbury Subsidiary; -Approval of any sale, lease, exchange, or other disposition of all or substantially all the property or assets of the Hospital or any Danbury Subsidiary; -Approval of the creation of any corporation of which the Hospital or a Danbury Subsidiary is the sole or controlling member or sole or controlling shareholder; THe merger or consolidation of the Hospital or any Danbury Subsidiary with another corporation;and the reorganization, liquidation or dissolution of the Hospital or any Danbury Subsidiary; -Approval of any loans by the Hospital or any Danbury Subsidiary,or the incurring of any indebtedness, secured or unsecured, which exceeds two million dollars ($2.0 million) or which has a term longer than one year; -Approval of unbudgeted expenditures in excess of two million dollars ($2.0 million) or any increase in any approved annual operating or capital budget. -Approval of any agreement or transaction of the Hospital or any Danbury Subsidary involving an amount greater than two million dollars ($2.0 million)with another individual or entity; -Approval of the affiliation of the Hospital or any Danbury Subsidiary with any other entity for the purposes of the joint conduct of business; -Creation of any committee which shall have the authority to act on behalf of the Board or on behalf of any Danbury Subsidiary; -Approval of any conveyance of, or the granting of mortgages or trusts on any real property assets of the Hospital or of any Danbury Subsidiary; -Approval of the strategic plan of the Hospital and of any Danbury Subsidiary; and -Approval of any commencement, cessation, location, relocation or consolidation of significant clinical services provided by the Hospital or any Danbury Subsidiary.”

“Steven Rosenberg, SVP/CFO of Western Connecticut Health Network, Inc., will review the 990 prior to it being sent to the IRS. A preliminary 990, is presented to the Audit Committee in June, who reviews it on behalf of the Board. E&Y is on hand to review the 990 with the Audit Committee and answer any questions. Prior to the 990 being filed with the IRS, the Board will receive a full and accurate copy on a secured website for their review.”

“ENFORCEMENT OF CONFLICTS The Organization's Process for Monitoring and Enforcing Conflicts of Interest The Western Connecticut Health Network and its affiliates' (The Network) Conflict of Interest Policy provides that annually, its Representatives shall sign a statement affirming that they disclosed all potential conflicts, as documented in the Conflict of Interest Policy. In addition, General Counsel is part of the routine contracts review process and watches for potential conflicts with any of The Network's Representatives. Who Is Covered By the Policy The Network's Conflict of Interest Policy covers each director, officer and manager of The Network, also referred to as "Representatives". Level At Which Determinations of Whether There Is a Conflict In connection with any actual or possible conflict of interest, an interested person must disclose the facts of the conflict. The Compliance Officer and the Audit Committee review and evaluate each disclosure to determine if there is a conflict of interest. After presentation of a potential transaction or arrangement is made by an interested person, the remaining disinterested Board or Committee members shall decide if a conflict of interest exist. Level That Reviews and Determines What To Do If There Is a Conflict After exercising due diligence the full Board would determine what actions should be taken for all conflicts by Officers and Directors. Any conflicts occurring by a manager are reviewed by the Compliance Committee to determine what further action should be taken. Restrictions on The Conflicted Person No director having a conflict of interest on any matter shall vote on that matter or be counted in determining the quorum for the meeting at which the vote is taken, even when permitted by law. No Representative having a conflict of interest on any matter shall use his or her personal influence on the matter. If the Board of Directors, in its sole discretion, determines that any Representative has conflicts of interest sufficient in number and/or importance that the effectiveness of such individual on behalf of The Network may be significantly impaired, the Board may ask the individual to resign.”

“PROCESS - OFFICERS & KEY EMPLOYEES Compensation for Other Officers and Key Employees: In order to achieve its mission and its overall performance objectives, Western Connecticut Health Network, Inc. employs a performance-based total compensation program for its senior executives that is market competitive, compliant with regulatory guidelines, and representative of best practices. Eligible executives are generally direct reports of the CEO along with other executives designated by the CEO. To meet Western Connecticut Health Network Inc.'s total compensation objectives for executives, the following survey sources are used for comparison purposes: -Blend of national Confidential Source, IHS, and Hay Group points, health care data (where data available), plus 15% geographic differential. Title match data cuts selected based on revenue size. -For Physician executives, surveys covering physician compensation in accredited medical schools (AAMC) are used in combination with proprietary surveys compiled by nationally known consulting firm, Sullivan Cotter and the Medical Group Management Association (MGMA). Western Connecticut Health Network, Inc. targets cash compensation at market competitive levels. Base salary plus short-term (annual) incentive awards (total cash) approximates a range between the 50th and 75th percentiles for total cash competition. Executive performance is expected to meet or exceed predetermined operational and financial metrics. Other factors, such as competitive market forces, job performance, unique qualifications, and/or individual job responsibilities are also considered in Western Connecticut Health Network, Inc's executive compensation decisions. Roles of the Compensation Committee and Key Executives in the Executive Compensation Process - The Compensation Committee in consultation with the CEO and the SVP Human Resources (HR) selects the outside compensation consultants. The current consultant is the Korn Ferry Hay Group, whose purpose is to provide a valid independent assessment of the relevant market rates and pay practices for health care executives, physician executives and for physicians in general. - The compensation consulting firm compiles appropriate market data, job evaluation and ranking information for all executives and physicians of the organization, excluding the CEO, and will supply this material to the CEO and SVP HR for review and agreement. Once the report is final, it will be supplied to the Compensation Committee for their consideration and acceptance. -The Compensation Committee determines the CEO's salary based on overall performance and market data supplied by the outside compensation consultant. The last executive compensation evaluation by an outside consultant was done in December, 2016.”

“PUBLICLY AVAILABLE THE governing documents, CONFLICT OF INTEREST POLICY AND FINANCIAL STATEMENTS ARE AVAILABLE TO THE PUBLIC UPON REQUEST.”

“Daniel debarba, jr. (to 6/1) effective june 1, 2016, daniel debarba resigned as president of danbury hospital. John murphy, in additiona to being the president and ceo of western connecticut health network, inc., also became president of danbury hospital. Anthea disney (from 1/1) anthea disney became chairman of the board on january 1, 2016, replacing james kennedy. Spencer houldin (from 1/1) spencer houldin became secretary of the board on january 1, 2016, replacing joseph d. Skryzypczak. Brian c. White (from 1/1) brian c. White became vice chairman of the board on january 1, 2016. James varrone (to 9/23) james varrone, vice president of the supply chain was terminated on 9/23/2016. Ruth gregory is filling this position in the interim.”

“Although contributions are reflected on line #1 of page #1 on form 990, all fundraising expenses were incurred by the western connecticut health network foundation, inc.”

“Other Changes In Net Assets Or Fund Balances CAPTIVE UBI . . . . . . . . . . . . . . . . . . . . . . . $ -518,460. CHANGE IN EQUITY INTEREST OF WCHNIC. . . . . . . . . . . . 9,585,505. CHANGE IN INVESTMENT OF DH & NMH FOUNDATION. . . . . . . . -4,523,594. EQUITY TRANSFER TO BSI-W/O OF INTERCOMPANY. . . . . . . . -5,422. EQUITY TRANSFER TO WCHN-W/O OF INTERCOMPANY. . . . . . . . -30,613,147. EQUITY TRANSFER TO WCMG-W/O OF INTERCOMPANY. . . . . . . . -9,466,198. EQUITY TRF. FOR PROJECT CREDIT. . . . . . . . . . . . . . 423,080. _____________________ Total $-35,118,336. Total $-35,118,336.”

“Description:healthcare professionals total fees:83995782”

“Description:purchased services total fees:25377090”