Wellspan Properties Inc.

“Wellspan health care services, a not-for-profit corporation, is the sole member of the corporation. Wellspan health, a not-for-proft corporation, is the sole member of wellspan health care services.”

“The primary purpose of the governance committee, as assigned by the wellspan health board of directors, is to develop and support the culture of high-functioning governance within the wellspan system, including through policies, nominations, competencies of directors, education, and self-evaluations. The governance committee shall consist of not less than five (5) nor more than seven (7) members. Neither the chair of the wellspan health board of directors nor persons who are not members of the wellspan health board of directors, may be appointed to the committee. Each governance committee member shall be nominated by the governance committee, and appointed by the wellspan health board of directors, for a term of one (1) year. Reappointment of a governance committee member for more than one (1) term is not automatic or presumed and shall be based on an individual performance evaluation of the governance committee member (as performed or overseen by the governance committee).”

“The following responsibilities are set forth as a guide for fulfilling the governance committee's purposes in such manner as the committee determines is appropriate: 1. Oversee the process of selecting and nominating directors and officers for each of the governing boards within the wellspan system, including ensuring that director nominees meet the qualifications required by the relevant board composition and competency grid and characteristics, bylaws, and board-approved policies and guidelines, as applicable, and establish other criteria that are desirable for directors; 2. Identify, evaluate and screen director candidates for each of the governing boards within the wellspan system (including incumbent directors for potential re-nomination), and nominate qualified individuals to the wellspan health board of directors for: (a) appointment or reappointment to regular terms, or (b) appointment to fill the remaining term of any governing board vacancies; 3. Review annually the size, composition and leadership of each of the governing boards within the wellspan system, including the wellspan health board of directors as a whole, its committees, and any advisory bodies, make a determination of whether the board, its committees and any advisory bodies reflect the appropriate balance of independence, sound judgment, business specialization, technical skills, diversity, fundraising and development ability, geographic and demographic representation, and other desired qualities, and recommend any appropriate changes to the wellspan health board of directors; 4. Coordinate and oversee a periodic self-evaluation of the role and performance of each of the governing boards within the wellspan system, including the wellspan health board of directors, its committees, and any advisory bodies, and each of their directors and officers; 5. Develop and recommend for approval by the wellspan health board of directors, review the effectiveness of, and recommend modifications as appropriate to, the organization's committee structure and organizational documents, including the articles of incorporation, bylaws, board-approved policies and guidelines, and committee charters; 6. The governance committee shall undertake the responsibility for board education and board retreat planning. In addition, the governance committee shall coordinate with management to develop and implement an effective orientation program for new directors, including assignment of experienced directors as appropriate mentors of new directors. 7. Review emerging corporate governance issues and best governance practices and make appropriate recommendations to the wellspan health board of directors; 8. Conduct a periodic self-evaluation of the performance of the committee, including its effectiveness and compliance with this charter, and recommend to the wellspan health board of directors modifications as appropriate; 9. The governance committee shall maintain minutes of governance committee meetings and records of its activities and shall report promptly to the wellspan health board of directors any action taken by the governance committee, any recommendations of the governance committee, and any other matters the governance committee deems appropriate or the wellspan health board of directors requests. 10. The governance committee shall undertake such other responsibilities as the wellspan health board of directors may delegate or assign to the governance committee from time to time. The governance committee shall be responsible to, and subject to the direction and control of, the wellspan health board of directors. The wellspan health board of directors shall be solely responsible for delineating the responsibilities of the governance committee. The governance committee shall perform only such functions and duties as shall from time to time be specifically delegated to the governance committee by the wellspan health board of directors. The governance committee does not have dele”

“Management provided an electronic copy of the form 990 to each voting member of the organization's governing body, prior to its filing with the irs. The organization's finance management team provided a presentation to the audit committee on the organization's 990 return.”

“Officers, directors, and key employees are required to complete a wellspan health "conflict of interest disclosure statement" questionnaire annually. The internal audit department of wellspan health administers the questionnaires. There shall be full disclosure by a director having a business or personal interest or relationship which may be in conflict with the interests of the corporation. After such disclosure, the director shall abide by the determination of the board of directors as to whether a conflict exists, the extent to which, if at all, the director will be permitted to be present during the board of directors' discussion of the matter in which the director may be interested, and whether the director will be permitted to participate in such discussion and cast a vote in such matter. Additionally, all board members, employees, students, and volunteers of wellspan health and its related organizations must complete a "code of conduct" form to acknowledge that he or she understands that we all have an obligation to act in ways that will merit the trust, confidence, and respect of the community we serve, other health care providers, and all of those with whom we interact.”

“This organization does not directly compensate any employees. The following procedure is followed by our parent company and affiliates in setting compensation. The primary purpose of wellspan health compensation committee, as assigned by the wellspan health board of directors, is to review compensation packages offered and/or paid to senior system executives and practicing physicians employed within the system. The compensation committee shall monitor and evaluate the performance of the president and ceo of wellspan health and shall, at least annually, coordinate the in-person performance review of the president and ceo by the wellspan health board of directors. The compensation committee shall consist of 5-10 members of the wellspan health board of directors, including the chair and the vice chair. Each compensation committee member shall be nominated by the governance committee, and appointed by the wellspan health board of directors, for a term of one (1) year. Reappointment of a compensation committee member for more than one (1) term is not automatic or presumed and shall be based on an individual performance evaluation of the compensation committee member (as performed or overseen by the governance committee). The compensation committee shall be responsible to, and subject to the direction and control of, the wellspan health board of directors. The wellspan health board of directors shall be solely responsible for delineating the responsibilities of the compensation committee. The compensation committee shall perform only such functions and duties as shall from time to time be specifically delegated to the compensation committee by the wellspan health board of directors. The compensation committee does not have delegated authority, and therefore any actions and recommendations of the committee must be approved by the wellspan health board of directors before they are final and binding. In discharging its role, the compensation committee is empowered to inquire into any matter it considers appropriate to carry out its responsibilities, with access to all books, records, facilities, and personnel of the wellspan system. The following responsibilities are set forth as a guide for fulfilling the compensation committee's purposes in such manner as the committee determines is appropriate: 1. Set, periodically review and ensure compliance with the executive compensation philosophy for wellspan, in an effort to attract and retain high quality executives, while considering compensation offered to those in comparable positions in similar employment markets as well as the system's needs and financial resources. 2. Recommend approval of executive compensation program elements (incentives, supplemental benefits, etc.). 3. In conjunction with the wellspan health board of directors, evaluate performance and establish compensation for the president & ceo of wellspan health. 4. Evaluate executive team performance and establish awards. 5. Recommend approval of senior executive base salary ranges. 6. Align executive compensation with executive talent management and succession. 7. Oversee employed physician compensation program. 8. The compensation committee shall maintain minutes of compensation committee meetings and records of its activities, and shall report promptly to the wellspan health board of directors any action taken by the compensation committee, any recommendations of the compensation committee, and any other matters the compensation committee deems appropriate to the wellspan health board of directors requests. 9. The compensation committee shall undertake such other responsibilities as the wellspan health board of directors may delegate or assign to the compensation committee from time to time. The compensation committee also utilizes the services of sullivancotter, an independent, third-party health care compensation consultant, to align and structure workforce compensation and benefit strategies that support enterprise-wid”

“Governing documents, policies, and financial statements are available upon request.”

“Change in fv derivative 3,218,328. Transfer to wellspan health care services -4,500,000.”