The Cardiac Institute

“Mclaren northern michigan shall be the sole member of the entity.”

“The member shall have the exclusive right to elect or appoint the directors of the corporation.”

“Actions requiring member approval include: [a] amendment of the articles of incorporation or bylaws of the corporation; [b] dissolution, merger, consolidation, reorganization or other change in the corporate structure of the corporation; [c] sale, lease, exchange or other disposition of all or substantially all of the assets of the corporation; [d] acquisition of any other entity or establishment of any subsidiary or affiliate; [e] filing or withdrawing an application for a certificate of need; [f] adoption of the annual operating and capital budgets of the corporation; and [g] any lending or borrowing of money by the corporation, the granting of any mortgage, security interest or lien in any property of the corporation and the guarantee by the corporation of any debt or obligation of any entity other than the member. In addition, the mnm board of trustees and each mnm subsidiary or affiliate will not do the following without mclaren (acting through its board) approval: [h] issue notes, bonds or other evidence of indebtedness; [i] sell, covey, assign, transfer, alienate, pledge or encumber real property with an annual aggregate value in excess of $250,000; [j] purchase or acquire additional real property with an annual aggregate value in excess of $250,000; and [k] approve unbudgeted capital expenditures in excess of $250,000 in the annual aggregate.”

“The form 990 data is prepared internally and submitted to our auditing firm for return preparation. Once the returns have been completed, the forms are reviewed by the corporate director of budget, the corporate senior vice president and cfo of mclaren health care corporation (mhcc). Copies of the returns are made available to the mhcc board members, who serve as the overall governing board. Returns are available for all corporations of which mhcc is the sole member as well as other related entities of those corporations for review rather than having the local boards review the returns. The board of mhcc is the ultimate accountable organization for the system; as such it is the overall governing board of our system whose responsibilities includes but are not limited to: approving all subsidiary board members, financial budgets, and issuance of debt.”

“The corporate compliance department, in accordance with the mclaren health care (mhc) board conflict of interest policy, annually distributes the conflict of interest disclosure survey to all mhc corporate and subsidiary organization board members, executives and other leadership employees. The corporate compliance department through the governance committee, compiles and analyzes survey data by organization, investigates and reviews potential conflicts with the organization's ceo and board chair, and when necessary, recommends actions to be taken to resolve identified conflicts. A complete report of all corporate and subsidiary board member and executive disclosures, conflicts identified and actions taken is reviewed by the mhc governance committee and each subsidiary ceo and board chair receives a report specific to their organization's board members and executives. Conflicts are disclosed to the full board and board committees so appropriate actions can be taken. Actions may include prohibiting a board member from participating in deliberations involving transactions with a company with which they conduct financial transactions; board members failing to complete a disclosure survey or intentionally failing to report a known conflict of interest are relieved of their service to mhc.”

“The compensation committee is appointed by the board of directors to review the performance and recommend the total compensation package of the mclaren healthcare corporation's ceo to the board. Further the committee establishes the salary ranges and perquisites of the other most highly compensated officers (mhc executive & senior vice-presidents and ceos of mhc subsidiary organizations) to the board. The members of the committee must meet the independence requirements of the applicable provisions of section 4958 of the internal revenue code of 1986, as amended and final treasury regulations section 53.4958-6(c)(1)(iii). The committee retains the services annually of an independent firm with significant qualifications and experience to conduct a review of the corporation's executive compensation program. The retained firm utilizes appropriate compensation comparability data. The retained firm conducts analysis of the competitiveness of these programs and expresses an opinion to the reasonableness of these compensation programs. All data utilized by the committee, deliberations of the committee, and final compensation decisions by the committee are documented in formal reports and minutes. The corporate compensation committee works under and periodically renews the mclaren health care corporation compensation committee charter. The most recent year this process was undertaken was fiscal year 2024.”

“All documents are available upon request.”

“This process has not changed from the prior year.”