Pinnacle Health System

“The sole member of upmc pinnacle shall be upmc, a federally tax exempt, state nonprofit entity.”

“The sole member, upmc, may designate directors constituting approximately one third of the board.”

“Certain governance decisions of the organization require the approval of both the upmc pinnacle board and the upmc board, as the sole member of upmc pinnacle.”

“The authority and responsibility for review of the form 990 for upmc pinnacle and associated subsidiaries is delegated to the finance committee of the upmc pinnacle board. In order to accomplish this, all members of the finance committee are provided with a reasonable opportunity to review and comment to executive leadership on the irs forms 990 of upmc pinnacle and its subsidiaries before the returns are filed with the internal revenue service. In addition, each member of the respective boards of directors will be given access to view his or her entity's individual form 990 via a shared, password-protected website.”

“In the performance of their duties to upmc pinnacle and subsidiaries, covered persons shall seek to act in the best interests of upmc pinnacle, and shall exercise good faith, loyalty, diligence and honesty. A covered person is any individual who serves in a fiduciary capacity to, or who has legal authority to represent or obligate, upmc pinnacle or any of its affiliated organizations including, but not limited to, directors, officers, employees, and agents. Covered persons also include a) immediate families (spouses, children, siblings, parents, or spouse's parents), b) any organization in which they or their immediate families directly or indirectly i) have a material financial or beneficial interest, or ii) serve as a director, officer, employee, agent, attorney or similar capacity. A covered person shall disclose any business or personal interests or relationships which may be in conflict with the interest of upmc pinnacle, including, but not limited to (a) engaging in or seeking to be engaged in (i) the delivery of health care services or (ii) the delivery of goods or services to upmc pinnacle, or (b) any transaction or arrangement with upmc pinnacle which would result in benefit to covered persons. The governance committee of the upmc pinnacle board reviews all conflict of interest statements annually and determines whether each director on the board is independent. Covered persons who are directors must comply with the upmc pinnacle guidelines for determining director independence and applying director independence requirements. Covered persons with a conflict of interest shall not vote on the matter, and the upmc pinnacle board or committee must approve, authorize, or ratify the transaction or arrangement by a majority vote of the non-interested directors or committee members present at a meeting that has a quorum. Violations of this statement of policy may subject covered persons to appropriate sanctions, including removal from their positions with upmc pinnacle.”

“The compensation committee of the upmc pinnacle board of directors has the authority to develop and maintain executive and physician compensation to be approved by the upmc pinnacle board. The compensation committee will follow a diligent process that meets regulatory requirements for a rebuttable presumption of reasonableness and promotes effective governance of executive compensation, consistent with the upmc pinnacle compensation philosophy. 1. Follow a process that establishes and maintains a rebuttable presumption of reasonableness for all executives and physicians potentially subject to intermediate sanctions. 2. Prepare minutes for each meeting to record the terms of the committee's decisions and the process followed in reaching those decisions. These minutes must include indications that the committee is following good practices in dealing with conflicts of interest and in obtaining and relying on appropriate comparability data on total compensation. 3. Select and directly engage and supervise any consultant hired by phs to advise the committee on executive and physician compensation. 4. Periodically evaluate the appropriateness of this charter and the effectiveness of the process the committee uses in governing executive and physician compensation and report this evaluation to the board. 5. Provide the board with an annual report on the committee's actions. 6. Monitor changes in laws and regulations pertaining to executive compensation and benefits to see that upmc pinnacle complies with them. 7. Seek outside review of committee operations to ensure compliance with the irs rebuttable presumption of reasonableness. 8. Review actual executive compensation and benefits provided to confirm consistency with compensation and benefits approved by the committee.”

“The organization makes its governing documents and conflict of interest policy available for public inspection upon request. The organization includes a copy of its financial statements with the state registration filed with the pennsylvania department of state, bureau of charitable organizations. These documents are a matter of public record and can be viewed at the bureau office.”

“Upmc pinnacle, the parent company, is the common reporting agent for the group of related tax-exempt organizations and files all 1099 forms for the following: community life team, pinnacle health foundation, upmc pinnacle hospitals, pinnacle health medical services, upmc pinnacle carlise, upmc pinnacle memorial, upmc pinnacle lititz, upmc pinnacle lancaster, upmc pinnacle hanover, and pinnacle health regional physicians.”

“Equity method income - insurance sub filing form 1120-pc (ein#13-4224033) 2,507,423. Equity method income - united health risk ltd 3,177,653. Equity method income - pinnacle health cardiovascular institute -26,021,994. Equity method income - pinnacle health ventures inc. -4,620,798. Transfers to exempt affiliates -174,470,925. Capital commitment from upmc -252,304,248. Temp restricted net assets released 114,724.”

“Upmc is audited on a consolidated basis. Therefore, there are no separate audited financial statements for upmc pinnacle and its subsidiaries.”