Bristol Hospital Development Foundation Inc.

“The Executive Committee is comprised of the President of the Medical Staff of the Hospital and additional members, all of which are on the governing body. The Executive Committee has the power to transact any business of the Corporation requiring action during the interim between Regular Meetings of the Board of Directors, provided any action taken shall not conflict with the policies or express wishes of the Board and further provided that the Executive Committee shall report all matters on which it acts to the Board.”

“The organization has a sole member, which is Bristol Hospital and Health Care Group, Inc. There are no classes of members.”

“The organization's sole member has the right to elect the Board of Directors of the Corporation and has all of the other rights, powers and privileges accorded to the members of a non-stock, nonprofit corporation under Connecticut law.”

“In addition to such other rights, powers and privileges under Connecticut law, the sole member has the following rights, powers and privileges: (a) To accept, amend or reject, after approval by the Board of Directors, the annual business plan and operating and capital budgets of the Corporation. (b) To approve any programs and plans that materially affect the growth and development of the Corporation. (c) To approve: significant affiliation agreements between the Corporation and other institutions; significant fund raising programs proposed to be conducted by the Corporation; the sale or disposition of any assets of the Corporation not in the ordinary course of business and the incurrence of any indebtedness for borrowed money not in accordance with an approved operating or capital budget. (d) To remove any member of the Board of Directors at any time, regardless of the term for which such Director may have been elected. (e) To vote upon all matters on which members are entitled to vote under the Act.”

“A completed 990 is provided to each board member before it is filed. This provides an opportunity for members to ask questions and follow up with the finance team regarding any issues or concerns. The 990 is also reviewed internally by members of the finance and management teams.”

“The organization regularly and consistently monitors and enforces compliance with the conflict of interest policy via the use of annual disclosure statements.”

“The Executive Compensation Committee is authorized under the Bristol Hospital and Health Care Group bylaws and is responsible for (1) determining the overall total compensation strategy for all corporate officers, (2) approving all compensation and benefits decisions for corporate officers, and (3) reporting such actions to the full Bristol Hospital and Health Care Group Board on an annual basis. In addition, the Executive Compensation Committee expressly determines the reasonableness of total compensation and benefits for all corporate officers and assures that all officer compensation decisions are made after thorough consideration of and comparison to the market practices of other similarly situated not-for-profit healthcare executives in comparable organizations. The Executive Compensation Committee consists of Board members who do not have material financial interests that could be affected by the officer compensation decisions made by the Committee. The comparability data used to assist the Executive Compensation Committee in its compensation deliberations are compiled by an independent, national compensation consulting firm that is retained by and reports directly to the Executive Compensation Committee. The data collected by the consultant consists of market information for executives in functionally similar positions in similarly situated not-for-profit healthcare organizations. The deliberations and decisions of the Executive Compensation Committee are contemporaneously documented, reviewed and approved by the Executive Compensation Committee and provided to the Board on an annual basis. The last compensation review for the CEO, other officers and key employees occurred in December 2016.”

“The organization makes its governing documents, conflict of interest policy, and financial statements available to the public upon request.”