Southcoast Physicians Group Inc.

“Southcoast health system, inc. (shs) spg's parent corporation, is the sole corporate member of spg.”

“Shs elects the trustees and directors of spg and exercises specified reserved powers over spg.”

“Spg is organized and operates to carry out and further the tax exempt purposes of its non-profit affiliate, southcoast hospitals group, inc, ("southcoast") by caring for and improving the health and promoting the wellness of the people in the communities served by the hospitals group.”

“The organization prepares the form 990 with the assistance of a paid preparer. The governing board of shs, the sole corporate member of spg, reviews form 990 and its related schedules prior to filing. The review is performed by the governing board as it provides oversight for compensation and conflict of interest matters on its own behalf and on behalf of its affiliates on a system-wide basis. A complete copy of the form 990 and its schedules are posted to the shs board's website portal for all board members to review, make inquiries, and have any adjustments made prior to filing.”

“Shs has conflict of interest, legal compliance and code of conduct policies that apply to all trustees, officers, directors and employees (referred to as "members"). On an annual basis, each member will complete the conflict of interest questionnaire which affirms that each person has: (1) received a copy of the policy; (2) read and understood the policy; (3) agreed to comply with the policy, and (4) understood that the system entities are charitable organizations and that to maintain their federal tax exemption, such entities must engage primarily in activities which accomplish one or more of its tax-exempt purposes. To ensure the system operates in a manner consistent with its charitable purposes, does not engage in activities that could jeopardize its status as an organization exempt from federal taxation, and in connection with its compliance program, system's management shall conduct periodic reviews of the conflict of interest policy and the operation and application of it. Members shall disclose any interests or activities in which they are involved or become involved that do result, or may appear to result in a conflict of interest or potential conflict of interest and shall comply with, and make all required disclosures under the conflictof interest policy prior to commencing, continuing, or consummating any activity or transaction which raises a conflict of interest or a potential conflict of interest. Each member is under an ongoing duty to update and keep current the information contained in their questionnaire. At least annually, or as necessary based on dislcosures, the general counsel will summarize and report all disclosures to the president and ceo and the chairman of the board of trustees (or his/her designee). Upon disclosure of financial or non-financial interests ("interests") and all material facts related thereto by member or an interested person, the chair of the system's governance committee shall determine in conjunction with the general counsel whether a conflict of interests exists. The governance committee can continue to discuss the issue with the member or interested person to clarify or obtain additional information. However, before the governance committee discusses or determines whether the member or other interested person's interests constitute a conflict of interest, the member or interested person must leave the meeting. In the event the interest involves the chair or ceo, the remaining governance committee members shall appoint one or more disinterested trustees to make such a determination. Once the determination of the conflict of interest is made by the governance committee, such determination, along with appropriate mitigation plans, will be submitted by the governance committee for review and approval. If any board or board committee has reasonable cause to believe that a member has failed to disclose an actual conflict of interest or a potential conflict of interest, it shall inform such person of the basis for such belief and afford such a member an opportunity to explain the alleged failure to disclose it. If, after hearing the response of such person and making further inquiry or investigation as warranted by the circumstances, the board or board committee determines that such person has in fact failed to dislcose an actual conflict of interest or a potential conflict of interest, the appropriate disciplinary and corrective action shall be taken.”

“For its physician employees, compensation is reviewed and approved upon employment or adjustment or at least annually by a committee of the board comprised of all non-physician trustees. As part of the review, an independent physician compensation consultant is engaged to express a fair market value opinion on offers of employment or for salary adjustments for all experienced physicians and assist in the development of salary ranges for physicians being employed who have recently graduated from training programs. The consultant uses safe-harbor guidelines set by the federal legislation or developed by federal agencies in formulating the opinions and developing the salary ranges.”

“Spg makes its governing documents, conflict of interest policy and financial statements available to the public by providing them upon request. Part xi, line 9 transfers among affiliates and capital contributions $84,961,701”

“The mission of southcoast physicians group, inc. (spg) is to promote the availibility of high quality medical services in service areas by shs and its tax exempt affiliates by promoting the development of an efficient, integrated medical delivery system that will better meet the needs of the communities served by southcoast now and in the future by acquiring and establishing physician practices and developing managed care services.”