H-C Management Services Inc.

“Valley Health Systems, Inc. is the sole member of H-C Management Services, Inc.”

“Valley Health Systems, Inc. elects the board members of the governing body of H-C Management Services, Inc. Valley Health Systems, Inc. also has the power to remove any member of the governing body, with or without cause, at any time by giving written notice to such governing body member.”

“Significant decisions of the governing body of H-C Management Services, Inc. are subject to the approval of Valley Health Systems, Inc. as specified in the Organization's bylaws.”

“There are no committees with the authority to act on behalf of the governing body of the Organization.”

“A copy of H-C Management Services Inc.'s Form 990 was provided to each voting member of the governing body prior to its filing with the Internal Revenue Service. The Form 990 was prepared with the assistance of an independent public accounting firm and thoroughly reviewed by the Senior Vice President of Finance and CFO and key financial staff of the Hospital prior to distibuting it to the governing body for review.”

“The conflict of interest policy of H-C Management Services, Inc. (HCM) is monitored and enforced as part of the Valley Health Systems, Inc. System and is reviewed annually by the System's conflict of interest committee. HCM board members and officers complete and sign a conflict of interest questionnaire annually. All signed questionnaires are then submitted to HCM and to Valley Health Systems, Inc. (parent) for review and monitoring.”

“The compensation committee of the Valley Health System, Inc. utilizes a market compensation survey to recommend to the Board the approval of its determination of the appropriate compensation of the Chief Executive Officer. During that process, the Committee also reviews the compensation levels of other senior management and key employees of the System. These individuals are not members of the compensation committee and do not participate in this process. The CEO, as a member of the Board of VHS, does not participate in the approval process of that office's compensation.”

“The governing documents, conflict of interest policy, and financial statements of Valley Health Systems and Affiliates, which includes supplemental information of the filing entity, are available to the public upon request at the Organization's administrative office at 575 Beech Street, Holyoke, MA.”

“Antonio Correia, though no longer an officer of the filing organization, remains employed by the H-C Management Services, Inc. as Chief Strategy Officer, a highest paid employee of the Organization. Compensation and hours reflected on Form 990, Part VII is for his services as Chief Strategy Officer and does not reflect compensation in his capacity as a former officer of the organization. The System's former President & CEO, Hank J. Porten, resigned from this role effective 9/3/13. He continued to receive compensation and benefits after that year end and into the calendar year 2014. This compensation did not represent severance or change of control payments to him in his capacity as former President & CEO. Instead, he was compensated for his services in his role as Senior Advisor to the Hospital System. That compensation has since been repaid. Please refer to the 2012 Schedule L of H-C Management Services for the fiscal year ended 9/30/13.”

“The audit process has not changed from the prior year.”