Dubois Regional Medical Center

“Business relationships: compensated trustees and officers share a business relationship through their employment with a related organization.”

“Members: penn highlands healthcare (phh) holds certain powers, including the approval of the election and removal of officers and directors and approval of any and all amendments to the bylaws or other organizational/governance documents. Phh shall have the following powers with respect to the election and removal of directors: prior to the end of phh's fiscal year, the phh board will meet to elect the directors, with the exception of ex-officio directors. At least sixty (60) days in advance of this meeting, all individuals being considered for appointment as a director (whether elected or ex-officio) shall be referred to the board of this corporation and/or this corporation's governance/nominating committee, if applicable. The board and/or governance/nominating committee shall review the qualifications thereof and submit its recommendations to the phh governance/nominating committee. In accordance with the covenant agreement, the sisters of mercy shall have the prerogative to nominate up to 3 of its members to the board. To the extent possible, the sisters of mercy shall nominate these individuals in a fashion so that the terms of the individuals are staggered. The individuals selected by the sisters of mercy to serve on the board shall first be submitted to the board for review and recommendation prior to being nominated and elected. The board of phh has the power to remove such director at any time with or without cause. Once the slate of candidates is nominated by the phh governance/nominating committee, the board of drmc shall submit to the phh board for election such slate of candidates for the open board positions. The phh board may elect by a vote of the majority or refuse to elect each candidate submitted by the board of drmc and may not elect any candidate not submitted by the board of drmc and nominated by the phh governance/nominating committee. In the event that this organization desires to fill a vacancy occurring on its board, the phh governance/nominating committee and the board of phh, at the request of drmc, shall act to fill such vacancy. Subject to the approval of phh as set forth in the bylaws, the articles and the bylaws may be altered, amended, or repealed and new bylaws or articles may be adopted by the affirmative vote of two-thirds (2/3) of the board. Written notice of the intent to amend the bylaws or the articles and a draft of the proposed change shall be sent to all directors, by the secretary, at least five (5) days prior to any meeting at which amendment of the bylaws or the articles is intended.”

“Form 990 review process: the form 990 is prepared by an independent accounting firm based on the audited financial statements and information provided by the organization. The complete form 990 will be provided to the finance committee and board of directors. At that time, the committee will review the form 990 and have the opportunity to discuss any information contained within the document.”

“Monitoring compliance with the conflict of interest policy: penn highlands healthcare, inc. (phh), maintains a conflict of interest policy which applies to all subsidiaries. The conflict of interest policy applies to board members, officers, executive employees, and any other manager or supervisor exercising substantial influence over operations. Each covered person will promptly and fully disclose all material facts of every actual or potential dual interest existing at the time when he/she becomes a covered person, and annually through each phh system entity's disclosure statement, which requests disclosure of relationships, investments, and transactions that may lead to an actual conflict of interest. All completed disclosure statements will be provided to the phh governance/nominating committee. This committee, in consultation with the chairperson or vice chairperson of each phh system entity's board, shall evaluate the completed disclosure statements and determine if there are any conflicts that are so pervasive as to render any covered person ineligible for service. The chairperson of each phh system entity's board will disclose to the full board of said phh system entity all dual interests reported to him or her under the policy and will also make the disclosure statements of all covered persons available to directors at any time during the year. If a potential dual interest arises as a result of a contemplated phh system entity board (or committee) action, the chairperson of said phh system entity's board or the interested person shall, or any other director may, raise the question of the interested person's dual interest. The disinterested members of the phh system entity's board (or committee) will evaluate the disclosures and the material facts relating to the transaction, arrangement, or policy giving rise to the dual interest to determine whether they involve actual conflicts of interest and may attempt to develop alternatives to remove the conflict from the transaction, arrangement, or policy. A covered person who has a dual interest shall not be present for or shall leave any portion of a meeting at which a phh system entity's board (or committee) is voting to determine whether a conflict exists, but may be present prior to the vote to make a presentation to said board (or committee), to disclose additional facts, or to respond to questions. If a phh system entity's board (or committee) determines that an actual conflict of interest exists, the interested person shall be so advised and the chairperson of a phh system entity's board or committee shall, if appropriate, appoint a disinterested person or committee or direct management to investigate alternatives to the proposed transaction or arrangement, if this has not already been done. Any interested person who has an actual conflict of interest with respect to the transaction or arrangement does not participate in and is not present for the vote regarding any such transaction or arrangement. If an individual whose company or employer has a business relationship with a phh system entity, but the individual does not have an actual conflict of interest with respect to this business relationship, the individual may nonetheless voluntarily recuse him/herself from voting on any matters related to the relationship.”

“Compensation determination: an independent firm is hired to compare, review, and recommend all senior officers compensation. The board of directors provides the final approval. In addition, the penn highlands healthcare executive compensation committee consults with the healthcare consulting firm, yafee and company to obtain comparable data to make recommendations to the board of directors regarding executive compensation. The penn highlands healthcare board of directors is acutely aware of the heightened public scrutiny of executive compensation and the need to consider regulatory compliance when setting executive pay. Compensation reviews are done on a continuous basis.”

“Governing document availability: the governing documents, conflict of interest policy, and financial statements are available located in the administration offices of dubois regional medical center. They are available for public inspection upon request.”

“Board member compensation: no trustees receive any compensation for their trustee duties. Steve fontaine is compensated as ceo of the penn highlands healthcare system. Mark norman is compensated as chief operating officer of the penn highlands healthcare system. John sutika is compensated as president of dubois regional medical center. Brian kline is compensated as cfo of penn highland dubois. Dr. Hazem f. El kassas, dr. Richard latuska, and dr. Ryan bisbey are compensated for their roles as physicians within the health system.”

“Other changes in net assets: $ 23,449,173 transfer from affiliates ( 149,165) change in beneficial interests in perpetual trust 969,258 st. Mary's pharmacy acquisition ------------- $ 24,269,266”

“Description:professional fees total fees:34469230”

“Description:contract labor total fees:26790479”

“Description:outside services total fees:16914726”

“Description:laboratory fees total fees:5165037”

“Description:consultants total fees:206463”

“Description:collection fees total fees:44810”

“Description:billing services total fees:2303”