Renown Skilled Nursing

“Anthony Slonim, Janette Townsend, Dawn Ahner, Donald Sibery, and David Line have a business relationship.”

“Renown Health paid Decisive Consulting Solutions, LLC for Donald Sibery's services as the Interim CEO for all the Renown entities. Renown Health paid $412,000 for fiscal year ending June 30, 2015 for the Interim CEO services and reimbursed travel and business expenses.”

“Renown Health is the sole corporate member of Renown Skilled Nursing.”

“Renown Health, acting through its Board of Directors, appoints the members of the Board of Governors of Renown Skilled Nursing.”

“Renown Health must approve any merger, consolidation or dissolution of Renown Skilled Nursing, any borrowing in excess of $1 million in any fiscal year, and encumbrances of assets and certain other actions not in the ordinary course of business.”

“There was no committee during the year that had the broad authority to act on behalf of the board.”

“The Form 990 is prepared by the organization's tax department with support from a certified tax preparer. The form is reviewed by the organization's current CFO and current EVP and Chief Administrative Officer prior to the final Form 990 being sent to the board. The IRS Form 990, as filed with the IRS, is sent to each voting member of the Renown Health Board prior to filing. Along with the forms, the Renown Health board is provided with a narrative that explains the various parts of the Form and their content.”

“On an annual basis at or prior to the first regular meeting following the election of new board members, the members of the Renown Skilled Nursing Board are given an Annual Disclosure Statement. They are expected to perform a reasonable investigation into their business, financial, family or significant personal relationships to disclose any actual or potential conflicts of interest. If, in connection with a proposed transaction or arrangement involving a Renown Health entity, a board member discovers that an actual or possible conflict of interest has arisen that was not disclosed on the Annual Statement, then the board member must disclose the existence and nature of his or her financial interests to the remaining directors that are considering the proposed transaction or arrangement in a timely manner. If a board member discloses an actual or possible conflict of interest, the board member shall leave the board or committee meeting while the remaining board members discuss the financial interest. The remaining board members shall vote upon and decide whether a conflict of interest actually exists. If the remaining board members determine that a conflict does exist, then appropriate measures are taken to ensure the issue is addressed.”

“Renown Health's executive compensation, including compensation for the CEO and certain executives, is reviewed and approved by the Renown Health Executive Committee. All decisions are submitted for final ratification at the next scheduled board meeting. The discussion is documented in the Executive Committee minutes and Board minutes. The Executive Committee is comprised of members of the Renown Health Board of Directors unrelated to and not subject to the control or undue influence of executives, with no material financial interest in transactions of the Company or any other perceived or actual conflicts of interest. Total cash compensation for the organization's executives is targeted at competitive compensation levels, relative to market surveys of comparable healthcare organizations, based upon the level of performance required to achieve the targeted compensation levels. Base compensation and total cash compensation is reviewed at a minimum of every two years in comparison to the surveys for comparable businesses and responsibilities and adjusted as to maintain equity with the survey information. The Executive Committee undertook the process outlined above for the fiscal year 2015 executive compensation.”

“Renown Skilled Nursing does not make its governing documents, conflict of interest policy, or financial statements available to the general public.”

“Renown Skilled Nursing has independent contractors, however, Renown Health, the parent organization, pays all the independent contractors directly. The actual expense of each independent contractor is directly charged to the assigned entity. The highest compensated independent contractors are reported on Part VII, Section B.”

“Renown Skilled Nursing has its own employees, however, Renown Health, the parent organization, pays all compensation and employee benefit amounts under a common paymaster arrangement. The actual compensation of each employee is directly charged to their assigned entity. Salaries are reported on line 7 of Part IX.”

“Intercompany Settlements -11,341,367.”