Good Samaritan Real Estate Inc

“Effective July 1, 2015, The Good Samaritan Health Services Foundation of Lebanon, Pennsylvania, The Good Samaritan Hospital of Lebanon, Pennsylvania, and their subsidiaries became affiliated with WellSpan Health.The restated articles of incorporation, effective July 1, 2015, state that the sole member of the corporation is The Good Samaritan Hospital of Lebanon, Pennsylvania, whose sole member is WellSpan Health.”

“Good Samaritan Hospital, a nonprofit corporation is the sole member of Good Samaritan Real Estate, Inc”

“The Board of Directors of the Organization (Board) 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 one (1) person, nor more than six (6) persons. Nominations for Directors to the Member's Nominating Committee for Directors.The person who serves as President of the Member shall be a Director of the Organization.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 adoption, amendment or revocation of the Corporation's Articles of Incorporation and/or Bylaws;b) Approval of all fundamental transactions involving the Organization, including the reorganization, merger, sale of all or substantially all of the assets of the Organization or the dissolution of the Organization;c) Approval of investment of the Organization's assets other than in accordance with a WellSpan approved investment policy;d) Incurrence or issuance of debt in excess of limits established by a WellSpan policy that may be in effect from time to time;e) The transfer or sale of assets in excess of limits established by WellSpan policy that may be in effect from time to time;f) Approval of the Corporation's operating and capital budgets;g) Approval of capital expenditures in excess of WellSpan's approved budgeth) The requirement that the Member make any capital contributions to the Organization;i) Appointment and reappointment of individuals to serve on the Organization's Board of Directors and appointment and reappointment of the Organization's officers;j) Removal of the Organization's directors and officers, with or without cause;k) Approval of any outside legal counsel that may be recommended by the Organization for the Organization's local needs or activities;l) Adoption of or changes to the Organization's statement of mission and vision, strategic and operating plans, or any changes thereto;m) Approval of the creation by the Organization of any new (or changes to existing) lines of business, sites of business, subsidiary organizations and/or participation in partnerships or joint ventures;n) Any change or transfer of the Member's membership interest in the Organization or the creation or issuance of any additional membership interests in 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.”

“This organization does not directly compensate any employees. The following procedure is followed by our parent company and affiliates in setting compensation. 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 Jeffrey Schragg, PTIN P00234543”

“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 Jeffrey Schragg, PTIN P00234543”

“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 Jeffrey Schragg, PTIN P00234543”