Wellspan Philhaven

“WellSpan Health, a not for profit corporation, is the sole member.”

“The Board of Directors of the Organization shall be elected by the Board of Directors of the Member. The Member shall determine annually the number of Directors, which shall in no event be less than ten persons, nor more that eighteen persons. Additionally, the President of the Organization and the President of the Medical Staff of the Organization shall be Directors, ex officio.All Directors shall be selected for their experience, relevant areas of interest and expertise, and ability and willingness to participate actively and effectively in fulfilling the Board of Directors' responsibilities without conflicting interests.”

“The Member may, with respect to the Organization, initiate and implement any of the following actions, and if any of the following actions are otherwise initiated by the Organization, such action shall not become effective unless approved by the Member:(a) Approval of the Organization's articles of incorporation and bylaws and amendments thereto;(b) Approval of all fundamental transactions involving the Organization, including, without limitation, the reorganization, merger, or dissolution of the Organization or the sale or disposition of substantially all of the assets of the Organization;(c) Approval of investment of the Organization's assets;(d) Approval of issuance of the Organization's debt;(e) Approval of the transfer or sale of Organization assets in excess of limits established by a Member-approved asset sale policy;(f) Approval of operating and capital budgets for the Organization;(g) Approval of capital expenditures by the Organization in excess of a Member-approved Organization capital budget;(h) Approval of Member's capital contributions to the Organization;(i) Approval of changes to the Organization's licenses;(j) Selection of outside financial auditors, legal counsel or investment advisors for the entire System, including approval of any outside legal counsel that may be recommended by the Organization for the Organization's particular needs or activities;(k) Nominating (with appropriate input from the governance and administration of the Organization) and appointing the Organization's board members;(l) Prior review and approval of the Organization's officers (except for the Organization's President, whose appointment requires the concurrence of both Member and the Organization's Boards);(m) Removal of board members of the Organization for cause;(n) Approval of the Organization's statement of mission and vision, strategic and operating plans and charity care policy;(o) Approval of the Organization's creation of new or material changes to existing lines of business, sites of business, and participation in partnerships or joint ventures; and(p) Approval of all managed care and other third party contracts for the Organization.”

“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 fill out a WellSpan Health Conflict of Interest Disclosure Statement questionnaire annually. The questionnaire is administered by the Internal Audit Department of WellSpan Health, the Parent Company.There shall be full disclosure by any 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.”

“The Compensation Committee of WellSpan Health is responsible for rewarding and reinforcing key executives for the achievement of annual and long-term performance objectives. The Compensation Committee shall consist of not more than six (6) persons, of whom two (2) shall be the Chairman and Vice Chairman of the Board of the Corporation, and the remaining members shall be such other persons as may be appointed by the Chairman of the Board of the Corporation, with the approval of the Board of Directors; provided, however, that the Compensation Committee shall not include any persons who are employed by the System. The Chairman of the Board of Gettysburg Hospital shall participate. The role of the Compensation Committee is to set the Executive Compensation Philosophy for the system and ensure adherence, evaluate performance and establish compensation for the WellSpan President, evaluate team performance of the executive team and establish awards, review and approve senior executive base salary ranges, and oversee employed physician compensation programs. The Committee will approve salary ranges for each executive position and review incumbent salaries annually. The Committee will be responsible for reviewing the President's salary each year, and if warranted, authorizing an adjustment to maintain competitiveness. The President will have the authority to make salary adjustments for subordinate positions. The Committee is responsible for approving and authorizing payment of the performance awards. The Committee will approve and authorize payment of the President's performance awards. Integrated Healthcare Strategies, Inc., based in Minneapolis Minnesota is the external consultant to the committee. This consultant focuses exclusively on executive and physician compensation in the health care industry. In summary, the executive and physician compensation review process consists of the following: 1) Cash compensation reviewed annually 2) Cash compensation reviewed by external consultant biennially 3) external total compensation (cash, incentives, benefits, perquisites) reviewed by external consultant periodically 4) Process is integrated with compensation analysis for other WellSpan positions 5) Committee decisions are documented in minutes maintained in Human Resources.”

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

“Client Note 1 - Paid Preparer ExplanationDue to a software limitation, we wish to clarify that WellSpan Health is the ERO.The paid preparer is:BDO USA, LLP13-53815908401 Greensboro Drive, Suite 800McLean, VA 22102(703) 893-0600The preparers name is Marc Berger, PTIN P01871563”

“Paid Preparer ExplanationDue to a software limitation, we wish to clarify that WellSpan Health is the ERO.The paid preparer is:BDO USA, LLP13-53815908401 Greensboro Drive, Suite 800McLean, VA 22102(703) 893-0600The preparers name is Marc Berger, PTIN P01871563”