Lehigh Valley Physician Group

“The process to review the 990's includes: Draft 1 of the returns is reviewed in detail with a focus on accuracy, completeness, and perspective by the LVHN Controller and the LVHN Corporate Legal Counsel. Draft 2 of the returns is reviewed by the Chief Financial Officer. All Compensation disclosures are reviewed by the Director - Compensation - Human Resources. Draft 3 of the returns is reviewed together with the President & CEO, the Chief Financial Officer, the Controller and the Director-Tax. Final Returns are reviewed with LVHN Executive Committee of the Board of Trustees prior to their filing.”

“Pursuant to the LVHN policy titled "Avoidance of Conflict of Interest/Commitment", the VP of Internal Audit and Compliance Services (Chief Compliance Officer or CCO) issues reminders to Board Members and members of the Senior Management Council to submit updated conflict of interest questionnaires; and (2) notifies members of the Senior Management Council (SMC) to identify and request completed conflict of interest questionnaires from individuals who report to them or have responsibilities that affect their operations and who have potential conflicts of interest and to provide her with the identity of those individuals. Compliance Services tracks completion of the updated questionnaires and sends reminders to those who have not yet submitted them, as the deadline for completion approaches. The CCO follows up with trustees and members of the SMC who have not submitted a completed questionnaire by the deadline in an effort to ensure that questionnaires are on file for all to whom the policy applies. All physicians on LVHN's medical staff are also required to complete a conflict of interest questionnaire annually. Medical Staff Services monitors this process to ensure that all physicians comply. Potential conflicts are managed by the LVHN Conflict of Interest Committee and by the Board of Trustees, if necessary, depending on whose interest(s) pose the conflict and the nature of the conflict.”

“The Board of Governors of LVPG has no role in setting compensation. Compensation for LVPG executive level employees is determined by the Executive Compensation Committee of the Board of Trustees of LVHN, the parent company of LVPG. The Executive Compensation Committee ("Committee") of the Board of Trustees of Lehigh Valley Health Network ("LVHN") is authorized to perform its functions for and on behalf of LVPG. The purpose of the Committee is to discharge the obligations of the Board of Trustees relating to the oversight and approval of Senior Management Council compensation and their ongoing professional development in accordance with applicable rules and regulations. Committee Organization: 1. The Committee shall be composed of at least four (4) members of the Board of Trustees, one of whom shall serve as Chair of the Committee. The Committee shall be composed entirely of Trustees who are entirely disinterested members of the Board. The Trustees will have no material relationship to LVHN and/or its Senior Management Council members that may limit their disinterestedness in this role, including that the Trustees (i) must not have any personal interest in the compensation arrangement, (ii) must not be related to or under the control of the person whose compensation is being evaluated, and (iii) must have no material business relationship with LVHN. If a proposed member of the Committee has identified a potential conflict of interest, the issue shall be reviewed by the disinterested members of the Audit and Compliance Committee which shall report its findings to the Chair of the Executive Compensation Committee. Based on that review, the Chair and the Committee, absent the member with a potential conflict, will make the final determination as to the disinterestedness of the Trustee and the appropriateness of service. From time to time, there may be specific situations which pose a potential conflict of interest. In such instances, the Committee will make the appropriate determination. The Committee may also establish such other procedures as it may deem appropriate with respect to the disinterested status of its members, subject to Board approval. 2. The members and the Chair of the Committee shall be appointed each year by the Board of Trustees in accordance with its policies, and shall serve at the pleasure of the Board of Trustees for such term or terms as the Board of Trustees may determine. The Committee shall conduct its activities in conformity with the requirements of the LVHN By-Laws and the requirements of the Internal Revenue Code of 1986, and Regulations promulgated thereunder, together with any further obligations or requirements as directed by the Board. 3. Each Committee Member shall have the following qualifications: Ability to critically review performance and market practice data and apply relevant information fairly, while properly balancing the competing needs of LVHN's stakeholders. Ability to consider the objectives of linking compensation to performance and retaining high-performing personnel, all in the best interests of LVHN and in accordance with its charitable mission. An understanding of the market place regarding the attraction and retention of Senior Management Council employees and other key personnel. Functions, Duties and Authorities: The Committee on an annual basis shall: Assess the performance of the President/Chief Executive Officer, determine the President/Chief Executive Officer's compensation, discuss the appraisal with the President/Chief Executive Officer and report its determination generally to the full Board. Review the performance of all other members of the Senior Management Council and approve their compensation considering the recommendations of the President/Chief Executive Officer, and report its determinations generally to the full Board. Review the performance of disqualified persons and other individuals in key leadership positions as determined by the Committee. Review the”

“Anothers Website - Guidestar. Upon request - hard copies with senior management and marketing.”

“The Organization makes its financial statements available to the public through its Annual Report to the community. The Annual Report is distributed to all attendees at the Organizations annual public meeting. In addition, it is distributed via mail to members of the community. The Organizations governing documents and conflict of interest policy are not made available to the public.”

“Equity Transfer from LVH 11,972,112.”

“The Audit Committee of the Board of Trustees assumes responsibility for oversight of the audit and selection of an independent auditor.”