Laurel Management Services

“UPMC Susquehanna, EIN 23-2751183, is the sole member of the governing body.”

“UPMC Susquehanna may elect or remove members of the governing body.”

“All the business and affairs of the corporation shall be managed and controlled by the Board of Directors, subject to the oversight of the sole Member, UPMC Susquehanna, except that the following powers are reserved exclusively to the sole Member of the corporation, and no attempted exercise of any such powers by anyone other than the sole Member shall be valid of any force or effort whatsoever. The sole Member shall have the exclusive authority to exercise the following powers: A.) to appoint or elect the directors, B.) to appoint and remove the President following consultation with the Entity, C.) to approve the nominees for elected officers and to return the list of approved nominees to the governing bodies for election, D.) to remove, with or without cause, any director or any elected officer, E.) to amend the Governing Instruments and to approve all amendments to the Governing Instruments which are proposed for adoption, F.) to approve the annual operating and capital budgets, G.) to establish requirements for a unified budget, H.) to approve the incurrence or issuance of debt proposed by Entity and the encumbrance of any Entity assets to secure such incurred debt. I.) to incur debt (or cause debt to be incurred) on behalf of the Entity, J.) to require contributions in cash or cash equivalents to support the working capital needs or capital projects of any one or more System entities, K.) to require that any debt incurred on a System-wide basis by or at the direction of UPMC Susquehanna shall be the joint and several obligation of each Entity, L.)to direct or approve any cash contributions or any other capital contributions made by one System Entity to another System Entity, M.) to allocate any financial resources in such manner as UPMC Susquehanna determines to be necessary, N.)to approve the sale, transfer, or other disposition of Entity or Entity property unless it is made in the ordinary course of business or involves assets with a fair market value of less than one hundred thousand dollars, O.) to direct the transfer of property from the Entity to one within or not within the limits of the System's approved investment policy, P.) to approve of any investment of assets by Entity not within the limits of the System's approved investment policies, Q.) to establish requirements for the approval of the acquisition, purchase, sale, transfer, encumbrance, leasing, construction or demolition of land or building outside the ordinary course of business, R.) to approve any decision with respect to the addition, modification or discontinuance of any patient care or diagnostic program or health care service, S.) to approve any change in licensure of Entity; licensure of any Facility certification, registration, accreditation, permit or related approval of any activity, T.) to require Entity to add, modify, relocate or discontinue any patient care or diagnostic program or health care service, U.) to approve or direct any merger, consolidation, organization, reorganization, joint venture, corporate division, sale, conversion, lease or exchange of substantially all the assets, dissolution, liquidation or any other modification of corporate structure or affiliations affecting the autonomy, governance, or operations, and the creation or acquisition of any new affiliate by Entity, V.) to dissolve or terminate the existence of Entity and dissolve or terminate the existence of assets upon such termination or dissolution, W.) to coordinate managed care plans involving Entity, including decisions concerning entry into or renewal of any contract or agreement relating there to, X.) to develop and/or enter into key strategic relationships on behalf of Entity, Y.) to select any outside financial auditors, general legal counsel or investment advisors to provide services on behalf of the Entity.”

“A copy of the full IRS Form 990 is available for all board members to review prior to filing.”

“UPMC, as a system-wide practice, requires key employed and non-employed personnel to comply with its conflict of interest policies when they engage in UPMC-related business. Corporate officers, and key employees, UPMC physicians and non-physician employees who hold a position of influence, identified non-employed members of the UPMC medical staff who hold a position of influence, and individuals conducting clinical research at UPMC, whether or not they are employed by UPMC. These individuals are required to complete a questionnaire at least annually, which along with other data is used to identify possible individual and institutional conflicts of interest. If a potential conflict is identified regarding a specific UPMC activity. The corporate compliance department, with the assistance of the legal department, either develops a written plan designed to prevent the conflict from influencing decisions related to that activity, or requires that the conflicting relationship be divested, as appropriate. For employed personnel and non-board member, non-employed personnel, the conflict of interest identification and management process is ultimately overseen by an ethics and compliance committee of the UPMC Board of Directors on behalf of UPMC and all of its subsidiaries, potential conflict of interest transactions involving UPMC entity board members and entities with which they are affiliated are monitored and subject to pre-approval by the governance and nominating committee of the UPMC Board of Directors.”

“All top management officials are paid by UPMC Susquehanna, EIN# 23-2751183. The Board of Directors, through the Executive Compensation Committee, retains an independent outside consultant to provide guidance with respect to the annual establishment of the rebuttable presumption or reasonableness relative to executive compensation and benefits. The consultant annually provdies detailed market information from its annual Executive Compensation Survey for Health Systems. In addition, other regional survey data is provided in order to supply the health system with a "national" picture of compensation. With this process established, the Executive Compensation Committee takes the proper steps to educate the Board of Directors to understand all of the above mentioned oversight and to appropriately prepare them for the community or media inquiry. In addition, the Board is made aware of the Form 990 and its role in the communication of information to the public.”

“Governing documents,financial statements, and conflicts of interest policies are available upon request from the person listed as possessor of the information on line 20.”