Community Physicians of Indiana Inc.

“Form 990, part vi, line 1b - voting members that are independent see form 990, part i, line 4 reference on schedule o above form 990, part vi, line 2 - related party information among officers the following directors served as a director or officer of community health network, inc. ("chnw"): jason becker timothy hobbs, m.d. Anthony javorka bryan a. Mills annette moore, m.d. Steven plump and the following received compensation from chnw: frank covington, m.d. Timothy hobbs, m.d. Bryan a. Mills james read”

“Cpi delegated authority in its articles of incorporation to chnw in the following substantive areas: strategic planning, capital access, budgeting and allocation; audit and compliance; executive compensation; and dispute resolution. Cpi delegated these authorities to its parent, chnw, to ensure that cpi's activities were integrated into the broader charitable efforts of the network.”

“Chnw is the sole member of cpi.”

“Chnw, acting through its board of directors, has the authority to appoint the members of the board of directors of cpi.”

“The following governance decisions require the approval of chnw, acting through its board of directors: 1) any material sale or other disposition of the assets of cpi; and 2) the modification, repeal, amendment, or restatement of the articles of incorporation.”

“As discussed in part i, line 4, chnw has assumed responsibility for cpi's audit, compliance, and executive compensation matters. Chnw's board of directors has delegated authority for the review of cpi's form 990 to two committees composed of independent outside directors: a) the network executive compensation committee reviewed the compensation aspects of cpi's form 990, and b) the network finance committee reviewed the remainder of cpi's form 990. In addition, cpi's outside accounting firm and law firm reviewed the form 990 prior to filing. Cpi and chnw utilized this process to ensure that cpi's form 990 received substantive review by directors and professionals with specific knowledge of cpi's activities and extensive financial, accounting, and tax expertise.”

“As discussed in part i, line 4, chnw has assumed responsibility for cpi's audit and compliance matters. Chnw has adopted a conflict of interest policy that applies to cpi. The conflict of interest policy requires directors, officers, and key employees to submit an annual conflict of interest disclosure. The annual disclosure requires directors, officers, and key employees to disclose, in writing, any known financial interest that the individual (together with family members) has in any business entity that transacts business with cpi. In addition, directors, officers, and key employees are required to immediately disclose any possible conflict of interest that arises mid-year in relation to a proposed transaction. The conflict of interest policy requires that any individual with a conflict be recused from the decision making process, that independent directors or committee members determine that the proposed transaction is in the best interest of cpi, and the transaction must be approved by a vote of independent directors or committee members without the participation of any interested individual. The annual conflict disclosure statements are submitted to, and reviewed by, chnw's audit committee, composed of independent directors. In addition, the executive staff and general counsel of the network are responsible for monitoring any possible conflict transactions that arise and managing them to ensure that all transactions represent arms length, fair market value terms for the benefit of cpi.”

“As discussed in part i, line 4, chnw has assumed responsibility for cpi's executive compensation matters. Chnw has adopted an executive compensation and intermediate sanctions policy that applies to cpi. The purpose of the policy is to ensure that cpi's compensation arrangements with related parties are evaluated and entered at arms length and that any compensation that is paid to a related party is reasonable and reflects fair market value. This policy encourages the application of the rebuttable presumption standard of code section 4958 and the related treasury regulations by: a) excluding any interested party from the decision making process, b) requiring disinterested board or committee members to obtain and rely upon comparability data when setting the proposed compensation terms, c) requiring approval of the transaction in advance by disinterested directors or committee members, and d) requiring contemporaneous documentation (i.e. Minutes) reflecting the decision and the process by which it was made. Chnw also delegated authority regarding cpi's executive compensation to a) the network executive compensation committee, composed of independent outside directors, which is responsible for applying the terms and process of the executive compensation and intermediate sanctions policy as outlined above, and b) the network vice president of human resources who is responsible for obtaining comparative salary market data for the chief executive officer, officers, and key employees, periodically engaging an independent compensation consultant to establish reasonable compensation, and providing staff support to the network executive compensation committee. During 2016, the network executive compensation committee followed this process for all senior executive leaders.”

“SEE LINE 15A ABOVE”

“A) the articles of incorporation and certificate of existence are on file with the indiana secretary of state and are available to the public upon request to the indiana secretary of state or free of charge on the secretary of state's website. B) as an affiliate of chnw, cpi has adopted the network conflict of interest policy. While this policy is not available to the public, the network's definition of a conflict of interest and how to report such an incident is described in the network responsibility and compliance program ("nrcp") manual which is posted on the network's website, ecommunity.com. This manual is available for the public to review. C) cpi does not have individually audited financial statements. Its financial results are included in the consolidated financial statements of chnw and affiliates. As such, there are no individual financial statements to post. Cpi does file the 990 tax return on an annual basis which is available upon request and/or available on a delayed basis on guidestar.org. D) community health network, inc. And affiliates provide any document open to public inspection upon request.”

“Form 990, part vii, section b - independent contractor disclosure compensation to alderson property services, baf corporation, and hayes brothers, inc. Includes material costs.”

“Community physicians of indiana, inc. Is a physician led nonprofit corporation, part of an integrated health care network, which serves as the leader in providing compassionate, quality, cost-effective health care services to help people achieve and maintain optimal health in the community we serve.”

“Form 990, part i, line 4 - independent voting members community physicians of indiana, inc. ("cpi") is an affiliate of community health network ("the network"), an integrated health delivery system. Cpi is controlled by its parent, community health network, inc. ("chnw"), a tax-exempt hospital. Chnw has the following powers over cpi: a) chnw is the sole member of cpi, b) chnw appoints all of the members of cpi's board of directors, c) chnw has the authority to remove any members of cpi's board of directors, d) chnw must approve any modification, repeal, amendment, or restatement of cpi's articles of incorporation, and e) chnw must approve any sale of substantially all of cpi's assets. Chnw has exercised its control over cpi to ensure that chnw has exclusive authority over the following affairs of cpi: strategic planning, capital access, budgeting and allocation, audit and compliance, executive compensation, and dispute resolution. With regard to executive compensation, chnw reviews and approves executive compensation, including cpi's executives, through the deliberations of a network executive compensation committee composed of independent outside directors. Likewise, chnw reviews and manages cpi's conflict of interest transactions through the deliberations of a network audit committee composed of independent outside directors. In sum, cpi is controlled by chnw. Cpi has delegated substantial authority regarding its governance and management to chnw. The majority of the board members for chnw are independent outside directors.”

“Form 990, part v, line 1a - box 3 of form 1096 form 1099's were processed under the name and federal identification number of community health network, inc. Form 990, part v, line 2a - number of employees cpi employees are leased from community health network, inc.”

“Community accountable care asset transfer 7,445,119”