Roper St Francis Physicians Network

“Effective May 1, 2024, the members of Roper St. Francis Healthcare (RSFH) were The Medical Society of South Carolina (20%), a South Carolina nonprofit corporation, HealthSpan Partners (80%), a Ohio nonprofit corporation. HealthSpan Partners (HSP) is a supporting organization of Bon Secours Mercy Health, Inc. (BSMH).”

“RSFH is governed by a 13-member board of directors (the Board of Directors). Subject to certain Nominating Committee approvals, six directors are appointed by MSSC and seven directors are appointed by HSP. In the event of a dispute it is the Members intent that the members of RSFH's Board of Directors are appointed to such positions because they have a willingness to serve the needs of Roper as a whole and not the needs of any individual Member. In the event of a stalemate, the Members management teams are to attempt in good faith to resolve the matter within fifteen days. If the management teams are unable to resolve the stalemate, the matter shall be submitted to the President/CEO of BSMH and the President of the Medical Society for review and resolution.”

“Notwithstanding anything to the contrary contained the Bylaws, and in addition to the rights granted to the Members under the Act, action with respect to any of the following matters, whether initiated by the Members or by the Board of Directors, may only be taken by the Corporation following the unanimous written consent of the Members and concurrent with such approval by the applicable Board of Directors, unless otherwise set forth below: A) Amendment to the Governing Instruments concurrent with approval by the Board; B) Amendment of the IPN Document (including the Rapid Matrix Document appended to the Bylaws); C) Approval of the mission, vision and value statements of the Corporation and any amendments or modifications thereto; D) Approval of the sale, lease or transfer of all or substantially all the assets of the Corporation or any Affiliate controlled by the Corporation (whether by asset sale, merger, change of control, consolidation or otherwise), in one transaction or a series of related transactions; E) Approval of the incurrence of any borrowed debt shall be approved by HealthSpan and approval of the incurrence of any borrowed debt that requires a guarantee thereof by the Members shall be approved by both Members; F) Approval of the sale of any Catholic hospital operated by the Corporation (whether by asset sale, merger, change of control, consolidation or otherwise) or any action that affects the Catholic status of such hospital; G) Approval of the alteration or amendment of the Statement of Common Values; H) Approval of any call for a capital contribution or distribution by a Member to the Corporation; I) Approval of the admission of any new Member of the Corporation; J) Approval of any action(s) that could negatively affect the Catholic status of any Catholic hospital operated by the Corporation or that could negatively affect the tax-exempt status of the Members, the Corporation or any of its tax-exempt subsidiaries or affiliates, K) Approval of any amendment or modification to Article IX of the Bylaws and the defined term "Healthcare Facilities". In addition to the reserved powers set forth above, the Medical Society shall have the following additional rights related to the Corporation to: a) Engage an independent third-party auditor, on an annual basis and RSFH's cost and expense to audit any Support Services then currently being provided to the Corporation to ensure proper documentation, that the services are provided at cost, and that the cost does not exceed fair market value for the services provided; b) Remove the CEO following a material violation of the terms of the IPN Document (including the Rapid Matrix Document appended to the Bylaws) by the CEO that is not addressed by the Board or the Members within ninety (90) days of the Medical Society providing written notice of such violation to the Board and the Members.”

“The Form 990 was prepared by the BSMH Tax Department with assistance and oversight by management. Reviews were then conducted by senior management prior to filing with the Internal Revenue Service.”

“The Compliance policy requires COI disclosures from all RSFH Board of Directors, Board Committees, Senior and Executive management, any staff involved in the selection of vendors, contracting, and/or purchasing, employed physicians, other contracted service providers or staff members who have decision making capacity or business decision influence. All covered persons are required to complete Conflict of Interest training which includes examples of possible conflicts and overall conflict of interest education. The education provides the Conflict of Interest policy for the covered person's review. Covered persons are required to complete their disclosure upon completion of education course.”

“An independent company, Gallagher, provides research, advice and guidance to the HR Committee and senior leadership to ensure the Organization's compensation programs for executives covered by the "Intermediate Sanctions Legislation" (IRC Section 4958) are aligned with its stated philosophy: Base salaries are targeted at the 50th percentile of the established comparator market; Total cash compensation (base salary plus annual incentive payments) are targeted at the 75th percentile of the established comparator market; Total direct compensation (total cash compensation plus long term incentive payments) should not exceed the 90th percentile of the established comparator market; Benefits are targeted at market median; and In aggregate, base salary, total cash compensation, total direct compensation and benefits comprise total remuneration for executives. The HR Committee ensures that executive total compensation is reflective of the Organization's stated compensation philosophy. The committee, in this process, authorizes and supports an annual three step process utilizing Gallagher's resources: 1) Salary levels, annual bonus targets/payments and long term incentive grants are compared rigorously each year with market data based on comparable positions and organizations. A. Comparable organizations are primarily not-for-profit healthcare systems with similar operating revenues. B. Incentive goals are primarily based on formally defined quantitative goals approved by the HR Committee of the RSFH Board of Directors. 2) All recommended pay decisions are tested against these data points and the organization's stated compensation philosophy. 3) A formal opinion letter is prepared by Gallagher, representing that senior executives are compensated within the reasonableness standards mandated by the IRS. This letter provides a "safe harbor" for the organization's senior leadership relative to the reasonableness of total executive compensation consistent with IRC Section 4958.”

“See explanation for 15A.”

“The organization's governing documents, conflict of interest policy and financial statements are available to the public upon request.”

“Board Member positions are generally voluntary in nature. Compensated employees of the filing organization and other related organizations who also hold board positions are compensated only in relation to their employment and do not receive additional compensation for their board responsibilities.”

“- Total Revenue: 3807, Related or Exempt Function Revenue: , Unrelated Business Revenue: , Revenue Excluded from Tax Under Sections 512, 513, or 514: 3807;”

“Transfers to/from Affiliates - XXX-XX-XXXX; Pension and Benefits Allocation - -2954428; Equity Transfer Adjustments - 317232; Total - XXX-XX-XXXX;”