Monument Health Inc

“The Executive Committee of the Corporation shall consist of at least the following: Chair of the Board of Directors, Vice Chair, if any, and Chief Executive Officer. Two additional independent Directors (or, in the absence of an elected Vice Chair, three additional independent Directors) may be appointed to the Committee by the Chair. For purposes of this Committee's membership, "independent" shall mean a Board member who is 1) not an employee of any System entity; 2) is not a family member of any management employee (Director level or above) of any System entity; 3) is not a practicing physician within the geographical area served by the System; and 4) does not have financial or conflicting interests in matters that routinely fall within the Committee's duties. The Chair of the Board of Directors shall serve as Chair of the Executive Committee. Directors on the Executive Committee shall serve during the term of office they hold which places them on the Executive Committee, or, for the Chair-appointed members, for a term of one (1) year or until their successors are appointed. The Executive Committee, when the Board of Directors is not in session, shall have and may exercise all of the final authority of the Board of Directors except to the extent, if any, that such authority shall be limited by a motion or resolution of the Board of Directors and except also that the Executive Committee shall not have the authority of the Board of Directors to: amend the Articles of Incorporation or Bylaws of the Corporation, adopt a plan of merger, consolidation, or affiliation for this Corporation or any Affiliate, sell, lease or otherwise dispose of all or substantially all of the property and assets of the Corporation or any Affiliate; or voluntarily dissolve the Corporation or revoke the same. Additionally, the Executive Committee oversees and makes recommendations to the Board on aspects of executive compensation and has the delegated authority of the Board to engage compensation consultants; approve compensation and benefits of Committee designated executives including the Chief Executive Officer; and determine fair market value ranges and/or reasonable compensation for transactions involving Directors on a System Board or other persons/entities that are potentially disqualified persons.”

“Paulette Davidson has a business relationship with the following individuals due to being the CEO of the supporting organization that exercises reserve powers over the supported organizations that employ each of these key employees: Brad Archer, MD; Nicole Kerkenbush; Mark Thompson; Patrick Woodard; Austin Willuweit; Barbara Hespen, and employed Board Members Donald Warne, MD and Charles Voigt.”

“The 990 is prepared and reviewed by an independent accounting firm. It is then reviewed internally by management. The Form 990 is further reviewed, prior to filing, by the organization's board of directors through a portal to the organization's internal information system, to which each board member has access. Educational sessions have been provided to board members on how to access the portal.”

“As part of the annual disclosure of potential conflicts process, all board members, officers, and management are required to complete an annual disclosure statement on financial interests and conflicting interests. At Board and Board Committee meetings, the meeting agenda includes an initial item "Conflicts of Interest" where the Chair asks members if they have any conflicting interests or financial interests related to an agenda item. If a conflicting or financial interest is disclosed, it is noted in the minutes and there is discussion or determination of whether the disclosure requires the board or committee member to be excused from discussion or action on that agenda item. Board or committee members whose disclosure is found to be a conflict may be invited to speak on the matter by the Chair, but are not permitted to vote on the matter and may be required to leave the meeting during discussion, after they have made any comments invited by the Chair. Failure to comply with the Conflict of Interest policy constitutes grounds for removal from office or membership on the Board or Board Committee and, in the case of all employees, termination of employment.”

“The Executive Committee of Monument Health, Inc (MHI; parent) annually engages an independent third party compensation firm to conduct a review of all executives, Vice President level and above, to determine an appropriate compensation range in which their compensation would be established. The independent compensation consultant provided peer group market comparative data for base salary, total cash compensation, benefits and total compensation for executives. The CEO or her designee determines the actual base salary of the executives within the committee-approved base salary range based on experience and performance, providing the total compensation is within the targeted market percentile, e.g. 50th percentile. Each year, the independent consultant meets with Committee members and presents data upon which the Committee determines all elements of compensation for the member's CEO (base salary, total cash compensation, benefits and total compensation) and reaffirms the organization's executive compensation philosophy, which includes the targeted market percentile for all other executives. Actual compensation is paid by Monument Health Rapid City Hospital and charged to Monument Health, Inc.”

“The Articles of Incorporation of the organization are filed in the office of the Secretary of State of South Dakota and are available to the public from the Office of the Secretary of State. Other documents (Bylaws, conflict of interest policy and financial statements) are not posted for the public but are available or described in other public documents or sites such as offering statements in bond issues or municipal securities rulemaking board's electronic municipal market access (EMMA) data port.”

“All 1099's are issued centrally by Monument Health Rapid City Hospital,Inc., a related organization.”

“Number of employees on W-3: Monument Health, Inc., has its own employees, however, compensation is paid by Monument Health Rapid City Hospital, the common payroll agent.”

“Monument Health, Inc. is part of the Monument Health, Inc. Obligated Group which consists of Monument Health, Inc., Monument Health Rapid City Hospital, Inc., Monument Health Network, Inc., and Monument Health Physicians, Inc. Monument Health, Inc. was not allocated any share of the bond issue, and thus does not have an amount on line 20.”