Midstate Medical Center

“The Amended and Restated Certificate of Incorporation of the Corporation includes the following substantive amendments: 1. The Corporation's purposes have been revised but are consistent with its charitable purposes. 2. The board's role was revised to focus on quality in health care. 3. Section 12 relating to the indemnification of directors, officers, and committee members of the Corporation has been revised consistent with Connecticut Law. The Organizations' governing documents are available upon request.”

“MidState Medical Center is organized as a non-stock not for profit entity. Hartford HealthCare Corporation is the sole member.”

“The sole member of the organization has the authority to approve/remove members of the governing board.”

“The sole member of the organization has the right to review, approve, disapprove or deny fundamental transactions such as mergers, acquisitions, dissolutions, etc.”

“The Form 990 was prepared by Hartford HealthCare's Tax Department. It was then reviewed by an independent accounting firm. It was then forwarded to the organization's top management including the VP of Finance for review. The final Form was provided to the entire Board prior to submission to the Internal Revenue Services (IRS). Once the entire review process was completed, the Form was signed by the VP of Finance and then filed with the IRS.”

“The hospital's board has adopted the policy of the member, Hartford HealthCare Corporation (HHC). HHC's Conflict of Interest Policy (Policy) requires all Covered Individuals, including board members and officers, to provide a disclosure of relationships that create or have the appearance of creating a conflict of interest or commitment. The Policy requires updates if changes in circumstances arise during the year that either (a) create a new potential conflict of interest or commitment or (b) change or eliminate a conflict of interest or commitment previously disclosed. Conflict of Interest disclosure statements are maintained by the HHC Office of Compliance, Audit & Privacy (OCAP). Employee disclosures are reviewed by OCAP in collaboration with the Covered Individuals' supervisor when deemed appropriate, to determine if there is a potential conflict. Oversight review of employee disclosures is provided by the HHC Conflict of Interest Committee (the Committee) which includes representation from the Medical Staff, the Legal Department, Human Resources, Supply Chain Management and Compliance. The Committee assesses and may recommend the conflicting interest either be (a) eliminated for a continued relationship with HHC, or (b) managed through a management plan. Board member disclosures are reported to the HHC Nominating and Governance Committee for determinations of conflicts and the management of them, where applicable.”

“The Independent Executive Compensation Committee (Committee) of the Board of Directors of Hartford HealthCare on behalf of MidState Medical Center, hires an outside consultant, Integrated Healthcare Strategies, a division of Gallagher Benefit Services, Inc., to determine best practices in governing executive compensation. The following steps were taken: - Use of an Independent Executive Compensation Committee (Committee) of the Board of Directors of Hartford HealthCare, on behalf of MidState Medical Center, established and regularly reviews Executive Compensation Philosophy - The Committee regularly reviews scope and depth of positions taking into account complexity and the financial impact and accountability of all "disqualified persons" - National peer groups are selected for comparative purposes based on organizational size, operating revenue, geography and other relevant factors - Analysis of current total compensation versus market is performed by independent third party compensation consulting firm and is then reviewed by the committee - Recommendations are made based on data analysis to ensure appropriate competitive positioning within parameters of compensation philosophy - The CEO compensation is reviewed by the Committee based on comparative market information and organizational performance - All changes are reviewed and approved by the Executive Compensation Committee The CEO compensation determination process is reviewed on an annual basis. All other executive compensation is regularly reviewed for scope and depth of positions taking into account complexity and the financial impact and accountability.”

“The Hospital's Form 990, 990T and form 1023 and its attachments are available upon request.”

“The Hospital's Financial Statements, Governing Documents and the Conflict of Interest Policy are available for inspection upon request at the Hospital's address.”

“K-1 Income (Pass Thru Entities) 193,403. Pension Adjustment -11,535,650. Transfer to Affiliates -19,448,519. Change In Unrealized Loss on Residual Trust -1,161,043. Unrealized Loss on Investment Income -16,783. Return on Investments held by Endowment LLC 1,245. Endowment LLC - Actual Income from Inv. Sch K-1 -4,575,284. Endowment LLC - Investment Income Reported on TB -3,012,049. Rounding 2.”

“Although the organization was not required to undergo A-133 Federal Audit, the results were included in a consolidated A-133 audit performed at the parent level Hartford HealthCare Corporation.”