Pinnacle Health System

“The sole member of upmc pinnacle is upmc, a federally tax exempt, state nonprofit entity. In september 2017 upmc pinnacle affiliated with upmc, a world-renowned integrated healthcare delivery and financing system, that is an international leader in providing clinical care, ground breaking research and treatments with locations in western and central pennsylvania, maryland, new york and around the world.”

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

“Certain governance decisions of the organization require the approval of 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, 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 interests 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. If a potential conflict is identified regarding a specific upmc activity, the upmc 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. Covered persons with a documented 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.”

“15a: the compensation committee of the upmc pinnacle board has the authority to develop and maintain executive compensation to be approved by the upmc pinnacle board of directors. 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 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 upmc pinnacle to advise the committee on executive compensation. 4. Periodically evaluate the appropriateness of this charter and the effectiveness of the process the committee uses in governing executive compensation and report this evaluation to the upmc pinnacle board. 5. Monitor changes in laws and regulations pertaining to executive compensation and benefits to see that upmc pinnacle complies with them. 6. Seek outside review of committee operations to ensure compliance with the irs rebuttable presumption of reasonableness. 7. Review actual executive compensation and benefits provided to confirm consistency with compensation and benefits approved by the committee. 15b: to support upmc's mission and as set forth in the upmc bylaws, the board of directors has formed an executive compensation committee ("committee") and delegated to it the responsibility for establishment and implementation of officer and key employee total compensation programs. As part of this responsibility the committee reports regularly to the board of directors. With board of directors approval, the committee has adopted a formal charter, which includes the establishment of a compensation philosophy and related policies with respect to the total compensation paid by upmc to its officers and key employees. The upmc total compensation program for officers and key employees is predicated upon an incentive compensation component. This component is based upon the accomplishment of predetermined performance goals and objectives which focus on the achievement of multiple annual and three-year individual and group performance criteria in the context of appropriate risk taking. These criteria directly support upmc's mission and include: patient quality and satisfaction, community benefits, operational and financial strength, leadership development, and strategic business initiatives among others. The total compensation program is integrated with and reinforces the upmc business planning cycle as well as management development and succession planning processes. It is the committee's judgment that the structure of the total compensation program is vital to, and strongly supportive of, the high level of ongoing success of upmc and fosters the retention of critical officer and key employee talent. The total compensation determination process utilized by the committee is intended to satisfy the "rebuttable presumption of reasonableness" as set forth in the regulations to section 4958 of the internal revenue code ("code"). This means that compensation programs and levels are approved in advance by the committee which is composed entirely of outside directors who do not have a conflict of interest, as defined by the relevant regulations, with respect to the compensation program and levels. The committee obtains and relies upon a broad range of appropriate data as to comparability prior to making its determinations. The committee then contemporaneously documents, in forma”

“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 (ein 23-1423657), a federally tax exmept entity, the parent of a large integrated delivery and financing system and the parent entity of upmc pinnacle issues and files all form 1099s for upmc pinnacle.”

“Transfers from exempt affiliates 40,297,648. Capital commitment to upmc -81,512,617. Capital commitment to hanover healthcare plus, inc. -13,335,854. Joint ventures equity method income -6,649,241.”

“Upmc has an audit committee that is established to assist the board of directors in fulfilling its oversight responsibilities by monitoring upmc consolidated financial reports and other financial information provided by upmc to governmental bodies, the public or other external entities. The upmc's system of internal controls regarding finance, accounting, legal compliance and ethics that management and the board have established and upmc's internal auditing, accounting and financial reporting processes also provided oversight.”

“The organization's financial statements are part of a consolidated financial statement audit performed by ey for upmc and all subsidiaries. The entire system's financial statements, of which this organization is part of, are posted on the upmc website. (www.upmc.com) the financial statement audit during the 990 filing period is for the calendar year ended december 31,2021.”