CMC Foundation of Central Texas

“In determining the compensation of the Organization's CEO, the process performed by Ascension Health, a related entity of CMC Foundation of Central Texas, included a review and approval by independent persons, comparability data, and contemporaneous substantiation of the deliberation and decision. The Compensation Committee reviewed and approved the compensation. In the review of the compensation, the CEO was compared to individuals at other organizations in the area who hold the same title. During the review and approval of the compensation, documentation of the decision was recorded in the Committee minutes. The individual was not present when his compensation was decided.”

“In determining the compensation of the other officers of the Organization, the process performed by Seton Healthcare Family, a related entity of CMC Foundation of Central Texas, included a review and approval by independent persons, comparability data, and contemporaneous substantiation of the deliberation and decision. The Audit Committee reviewed and approved the compensation. In the review of the compensation, the other officers of the Organization were compared to individuals at other organizations in the area who hold the same title. During the review and approval of the compensation, documentation of the decision was recorded in the board minutes. Individuals were not present when their compensation was decided.”

“CMC Foundation of Central Texas has a single corporate member, Seton Clinical Enterprise Corporation.”

“CMC Foundation of Central Texas has a single corporate member, Seton Clinical Enterprise Corporation, who has the ability to elect members to the governing body of CMC Foundation of Central Texas.”

“Powers subject to approval by our single corporate member, Seton Clinical Enterprise Corporation, include: 1) The formation or acquisition of legal entities for which Seton Clinical Enterprise Corporation will serve as the sole or controlling entity, and subject to canonical requirements, approve the sale, transfer or substantial change in use of all or substantially all of the assets of the Corporation or the divesture, dissolution, closure, merger, consolidation, change in corporate membership or corporate reorganization of the Corporation, 2) Changes to the governing documents, if changes are inconsistent with the System requirements for governing documents. 3) Appoint, upon recommendation of the Board of the Corporation, or remove, with or without cause, the members of the Board of Trustees of the Corporation, 4) The transfer of assets and the reallocation of debt among the Corporation and other Health Ministries in accordance with system policies, in consultation with the Corporate Board, and 5) Approve the incurrence of debt of the Corporation in accordance with System policies.”

“Management works diligently to complete the Form 990 in a thorough manner. Due to timing and changes in organizational roles and responsibilities, leadership reviewed the return in lieu of the return being provided to the full board.”

“The Organization has adopted the Conflict of Interest Policy of Seton Clinical Enterprise Corporation. The Corporate Responsibility Officer's (CRO) delegate will prepare a summary of the Conflict of Interest Disclosure Statements and submit it to the CRO for review. The CRO will submit a written report to the applicable Board or Board Committee on the results. Procedures for Addressing the Conflict of Interest: (1) An individual with a Conflict of Interest may make a presentation at the meeting of the Board of Trustees or Committee of the Board, but after such presentation, he or she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement that results in the Conflict of Interest. (2) If deemed appropriate or advisable, the Chair of the Board or Committee of the Board, as the case may be, may appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. (3) After exercising due diligence, the Board of Trustees or Committee of the Board shall determine whether the Corporation can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a Conflict of Interest. (4) If a more advantageous transaction or arrangement is not reasonably attainable under circumstances that would not give rise to a Conflict of Interest, the Board of Trustees or Committee of the Board shall determine by a majority vote of the disinterested directors or members, as the case may be, whether the transaction or arrangement is in the Corporation's best interest and for its own benefit, and whether the transaction is fair and reasonable to the Corporation; and thereafter, the Board of Trustees or Committee of the Board shall decide whether to enter into the proposed transaction or arrangement in conformity with such determinations.”

“The Organization will provide any documents open to public inspection upon request.”