Baptist Physicians Lexington Inc

“The Board of Directors is made up of executives from related organizations. The following individuals have a business relationship in that they serve on the Board of Directors of the organization and are officers and/or directors of a related organization: Bill Sisson, Janet Norton, and Carl Herde.”

“Baptist Healthcare System, Inc. (EIN: 61-0444707) is the sole member of the Corporation.”

“The sole member appoints all Directors.”

“The consent & approval of the sole member shall be required for all major corporate actions, and any act the result of which would be to: (a) amend, repeal or alter the Articles of Incorporation or Bylaws; (b) merge or consolidate or agree to merge or consolidate the corporation with or into any other organization; (c) liquidate, reorganize or recapitalize the corporation; (d) adopt the corporations annual operating budget & capital expenditures budget; (e) create or incur any unbudgeted indebtedness which exceeds $100,000; (f) make any unbudgeted capital expenditure which exceeds $100,000; (g) other than acquiring marketable securities held for investment purposes, acquire the stock of any corporation or invest in or acquire an interest in any business enterprise; (h) sell or agree to sell or otherwise dispose of all or a substantial part of the assets of the corporation or any investment or interest in any business enterprise, other than marketable securities disposed of in the ordinary course of the corporations activities.”

“A copy of the 990 is provided to the board of directors prior to the filing of the return. Any questions or comments are addressed by explanation or a change to the form.”

“Annually, the Secretary of BaptisT Healthcare System, Inc. (BHS) sends out a Conflict of Interest questionnaire to each of the officers and directors serving on the board of BPL. After completion, they are returned to the secretary and reviewed by the Board or the Governance Effectiveness Committee for any potential conflicts. A conflict of interest is any circumstance, relationship (financial or otherwise), activity or decision (made in the course of governance, management or professional responsibilities or otherwise) that adversely influences or appears to adversely influence the ability of a Covered Person to: 1) make objective decisions on behalf of BPL and/or 2) act in the best interests of BPL in a manner consistent with the tax-exempt purposes of BPL. The Board or Committee will determine by a majority vote of disinterested directors whether the disclosed Financial or Special Interest may result in a Conflict of Interest.”

“The President of Baptist Physicians Lexington, Inc. is not an employee of Baptist Physicians Lexington, Inc. but is an employee of Baptist Healthcare System, Inc., a tax-exempt 501(c)(3) organization which is the sole member of Baptist Physicians Lexington, Inc. The President is compensated by Baptist Healthcare System, Inc. Annually in September, the Baptist Healthcare System, Inc. Compensation Committee reviews the compensation, including base compensation and incentive compensation for the President. The Baptist Healthcare System, Inc. Compensation Committee is comprised of independent Board Members. The Committee retains a Compensation Consultant to advise the Committee and who provides data as to comparable compensation for similarly qualified persons in functionally comparable positions at similarly situated healthcare organizations. The Committee reviews this information in approving annual base and incentive compensation and other items of reportable compensation described on Schedule J of the IRS Form 990. The decisions of the Committee regarding compensation are contemporaneously documented in the minutes of the Committee. Annually, the Committee Chairperson and the Compensation Consultant provide a report on executive compensation to the full Board of Directors of Baptist Healthcare System, Inc. Officers of Baptist Physicians Lexington, Inc. are not employees of Baptist Physicians Lexington, Inc. nor are they compensated by Baptist Physicians Lexington, Inc. The Baptist Physicians Lexington, Inc. Officers are employees of Baptist Healthcare System, Inc. and are compensated by Baptist Healthcare System, Inc. The compensation of these Officers is either reviewed and approved by the Compensation Committee of the Baptist Healthcare System, Inc. Board or are reviewed and approved by the Baptist Healthcare System, Inc. President and CEO.”

“The organization will provide any documents open to public inspections upon request.”

“Officers for Baptist Physicians Lexington provide services to Baptist Healthcare System, Inc. and its subsidiaries. Hours worked are not tracked on an entity by entity basis. Therefore, all officers and directors hours reported on Form 990, Part VII, Compensation of Officers, Directors, Trustees, Key Employees, Highest Compensated Employees, and Independent Contractors represent aggregate hours worked per week for all entities. Frank Purdy and Lindsey Ingram received compensation from Baptist Healthcare System, Inc., a related organization of Baptist Physicians Lexington. The compensation they received is for their role at Baptist Healthcare System, Inc., and not for their role as a director of Baptist Physicians Lexington. Kristi Lykins and Linda Hopgood received compensation from Baptist Healthcare System, Inc. (BHS), a related organization of Baptist Physicians Lexington. The compensation they received is for their roles on the Administrative Board of Baptist Health Lexington and not for their role as a director of Baptist Physicians Lexington.”

“CHANGES IN NET ASSETS: Net contributed capital from parent $35,887,915 ___________ Total 35,887,915”