Archbold Medical Group Inc.

“Archbold medical center, inc. (amc) is the sole member of the organization with rights to elect members of the governing body, approve significant decisions of the governing body and receive a share of the organization's net assets upon the organization's dissolution.”

“Amc, the sole member of archbold medical group, has power to appoint, elect, replace or remove the trustees of the governing body. Additionally the ceo and cfo of john d. Archbold memorial hospital, a related organization, shall serve as ex-officio members of the board with the power to vote.”

“The filing organization's governing body must seek approval in writing from the sole member, amc, for operating and capital budgets, expenditures or commitments that exceed 10,000, asset sales and dispositions, plan of dissolution of the organization, etc.”

“A copy of the form 990 is provided to trustees electronically through a secure website prior to filing the return with the irs. Additionally, an overview of the return is provided to trustees in attendance at a board meeting giving each an opportunity to ask questions and make comments.”

“On an annual basis, the organization distributes a conflict of interest questionnaire and disclosure statement to each trustee. This questionnaire includes questions related to financial interests, outside interests or activities, and gifts, meals, and entertainment. In addition to disclosing any applicable information on the questionnaire, the trustee acknowledges that (s)he has received a copy of the conflict of interest policy, has read, understands, and agrees to comply with it, and understands that the organization is a charitable organization and that in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes. Responses are summarized and collectively reviewed by the audit & compliance committee of amc, the sole member. During each board meeting, the chairman inquires if any trustee has an actual or potential conflict of interest related to any agenda item. If the trustee discloses any such interest, the trustee is excused from the meeting while the determination as to whether an actual conflict of interest exists is discussed and voted upon by disinterested members of the board or committee. If invited to do so, the trustee with a potential conflict may respond to questions put forth by fellow disinterested trustees regarding any proposed transaction or arrangement. The minutes of the board and all committees with board-delegated powers will record the name of any interested person/trustee who disclosed or was found to have a financial interest in connection with a transaction or arrangement resulting in an actual or potential conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the board's or committee's decision as to whether a conflict of interest in fact existed; and the names of the persons who were present for discussions and votes related to the transaction or arrangement, the content of the discussions, and a record of any votes taken in connection therewith.”

“Archbold medical center's (amc) compensation committee (committee) of the amc board of trustees makes recommendations to the full amc board on the following positions: the president of amc and the president of the archbold foundation. Amc's president presents recommendations for all senior vice presidents, vice presidents, and other key employees of amc and all related archbold entities to the committee. Since amc has reserve powers for archbold related entities, the committee serves as the compensation committee for each applicable archbold entity. The committee considers the amc president's recommendations, but it also considers recommendations and independent market data analysis from an independent compensation consultant. The amc board utilizes an independent compensation consultant to review the executive compensation program and make recommendations regarding plan design and actual compensation including benefits.”

“SEE 15A ABOVE.”

“No documents are or will be made available to the public.”