Vail Health Services

“FORM 990, PART VI, QUESTION 11B Review of the Form 990 is delegated to more qualified personnel since the Board members are not trained in tax matters. The CFO, Controller and accounting staff of Vail Clinic, Inc. dba Vail Valley Medical Center, providing services to Diversified Services, reviews the tax form and works with an external CPA firm in the production of the Form 990. An electronic version is provided to directors and officers for review, discussion, and comment.”

“FORM 990, PART VI, QUESTION 12C All Board Members and Officers are covered under the policy and are required to disclose any conflicts. The accounting group that issues checks and prepares the financial statements will advise the Board of any apparent, or clear conflict of interests. The Board authorizes, approves, or ratifies any conflict in regards to voting rights based on good faith and fairness to the organization. An interested person may make a presentation at the meeting considering the matter giving rise to the conflict, however, they must leave the meeting during the discussion of and the vote on the matter. A committee might be appointed to investigate alternatives to the proposed arrangement.”

“FORM 990, PART VI, QUESTION 19 The Governing documents, conflict of interest policy, and financial statements are available for viewing by the public upon request for valid business purposes.”

“FORM 990, PART VI, LINE 15A Executive compensation is paid and determined by a related party, Vail Clinic, Inc. DBA Vail Valley Medical Center. Beginning in 2011, a formal external review is conducted every year. Executive compensation was last formally reviewed in 2014 by Sullivan Cotter. This review evaluates total compensation of the executive against compensation data for the same or similar job by industry, revenue size and geographic location and other factors to ensure that the compensation paid is appropriate and reasonable. That information is then reviewed by the compensation committee and the Board of Directors. Internal reviews are performed as well at time of hire and on an ongoing basis using compensation surveys.”

“FORM 990, PART VI, LINE 15B Other Officer compensation is paid and determined by a related party, Vail Clinic, Inc. DBA Vail Valley Medical Center. Beginning in 2011, a formal external review is conducted every year. Compensation for the CFO was last formally reviewed in 2014 by Sullivan Cotter. This review evaluates total compensation of the individual in a specific role against compensation data for the same or similar job by industry, revenue size and geographic location and other factors to ensure that the compensation paid is appropriate and reasonable. That information is then reviewed by the CEO. Internal reviews are performed as well at time of hire and on an ongoing basis using compensation surveys.”

“Form 990, Part VI, Question 4 IN FY2014 VAIL HEALTH SERVICES AMENDED THE BYLAWS OF THE ORGANIZATION TO ADD AN ADVISORY, NON VOTING TRUSTEE POSITION. TRUSTEES WILL HAVE THE SAME FIDUCIARY AND OTHER DUTIES TO THE CORPORATION AS THE MEMBERS OF THE BOARD OF DIRECTORS. ANOTHER AMENDMENT WAS MADE TO INCREASE THE MAXIMUM NUMBER OF ALLOWED DIRECTORS OF THE ORGANIZATION FROM 14 TO 17.”