Beth Abraham Health Services

“Centerlight health system, inc. Is the sole member of beth abraham health services.”

“Centerlight health system, inc. May elect one or more members of the governing body.”

“The returns are based on the certified financial statements, as well as information provided in response to a detailed questionnaire with additional information not included in the financial statements including compensation and benefits for senior management, procedures for establishing such compensation, and governance policies and procedures (conflicts of interest, record retention and destruction, whistleblower). Drafts of the completed returns are reviewed by the senior vp/cfo and the director of finance. Any comments arising from our review are discussed and if required, changes are made to the draft. That draft will be submitted to the audit committee for its review and approval. Once the audit committee has completed its review copies of the returns will be provided to all board members.”

“Enforcement: new board members and employees are given a copy of the respective policies. Each year all employees are reminded at the annual corporate compliance program training of the policy and of the sanctions associated with non-compliance. Annually, directors of the board and key employees are asked to review the policy and to disclose any potential or actual conflicts that may have occurred since the last disclosure. The audit committee of the board reviews the board and senior management disclosures while the corporate compliance program steering committee reviews the disclosures of key employees. Procedures for managing identified conflicts: before the board of directors takes action to review or approve a contract, transaction or compensation arrangement involving an actual conflict of interest, the director, officer, or employee who has the potential/actual conflict of interest and who is in attendance at the meeting must disclose all facts material to the conflict of interest. The chairperson of the board or designee (if appropriate) will appoint a disinterested person or committee to investigate and report to the board of directors alternatives to the proposed transaction or arrangement. Based on the information furnished by the disinterested person or committee, the board of directors will make a determination of whether the organization can obtain a more advantageous transaction or more reasonable arrangements from an entity or person that would not give rise to a conflict of interest. If a more advantageous transaction or arrangement that would not give rise to a conflict of interest is not reasonably attainable under the circumstances, the board of directors will determine, by a majority vote of the disinterested directors, whether the transaction or arrangement is in the organizations' best interest and for its own benefit and whether the transaction is fair and reasonable to the organization. A director who has a conflict of interest may not vote on the transaction or arrangement and may not be present in the meeting room when the vote is taken, unless the vote is by secret ballot. The directors' ineligibility to vote shall be reflected in the minutes of the meeting. The audit committee, which shall be composed solely of disinterested directors, shall ensure that these procedures are complied with, and recommend removal of those that fail to comply with the policy. Monitoring: continuously, throughout the course of the year, all employees and directors are reminded of the conflicts of interest policies through cases and consequences discussions of non-compliance. This is done via e-mail, at directors meetings, and during steering committee meetings.”

“Compensation of the ceo and senior executives are reviewed and approved by a committee of the board of the parent company, centerlight health system, inc. The service of an independent compensation consultant is used to determine the appropriate compensation. This process includes the utilization of a comparative salary analysis with comparable organizations' senior management. The 2015 salaries were determined based on a review in september of 2014.”

“These documents are available upon request.”

“Adjustment of minimum pension liability -70,228. Reserve on intercompany borrowing -2,750,000. Loss on swap -35,847.”

“Process has not changed from prior year.”