Centerlight Health System Inc.

“In 2016, centerlight health system, inc. And its affiliates delegated management duties to bdo usa, llp. These duties included making an interim ceo and cfo available to centerlight health system, inc. And its affiliates. The interim ceo and cfo were paid through bdo usa, llp. Bdo usa, llp was paid $1,661,229 in 2016 for these services.”

“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 cfo and the corporate vp 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 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. 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 2016 salaries were determined based on a review in october of 2015. The review and approval is documented in the board minutes.”

“The organization makes its form 990 available for public inspection as required under section 6104 of the internal revenue code. The return is posted on guidestar.org and other similar types of websites. In addition, the financial statements, conflict of interest policy, articles of incorporation and by-laws are also available upon written request.”

“The organization has a committee that is responsible for the oversight of the audit of its financial statements and selection of an independent accountant. The process has not changed from the prior year.”