Deaconess Clinic Inc.

“Classes of members or stockholders: deaconess health system, inc., a tax exempt 501(c)(3) organization, is the sole corporate member of deaconess clinic, inc.”

“Election of members and their rights: deaconess health system, inc. Must approve the chosen deaconess clinic vice president.”

“Decisions subject to approval of members: appointment of vice president requires approval of the member. Changes to physician compensation plan requires the approval of the member though its compensation committee which is comprised of independant members of the deaconess health system board.”

“The process that deaconess clinic utilizes to present the form 990 to its governing body prior to filing is to present the form 990 to the controller, cfo and ceo of the organization for review. After this review is performed and all questions are answered, the form 990 is presented to the board of directors of deaconess health system at the board meeting prior to the filing date of the form 990. Any additional questions are answered and the final filing is then completed.”

“Conflict of interest review and compliance activities are conducted throughout the year under the direction of deaconess hospital's corporate compliance officer. Upon appointment, and annually thereafter, officers, directors, trustees, and key employees, also known as interested persons, are required to complete "the conflicts of interest questionnaire and/or the "the disclosure questionnaire". These documents serve to ensure interested persons or committee members with board delegated powers have an appropriate and timely manner in which to disclose any potential conflicts. Conflicts are considered with respect to outside interest, investments, outside activities, and business interests among the interested persons as well as their family members. On a periodic basis, reviews occur to ensure deaconess clinic operates in a manner consistent with its charitable purpose. Subjects that are reviewed on a periodic basis include compensation, physician relationships, partnership and joint venture arrangements.”

“Compensation for top officials and other officers: salaries and benefits of officers and physicians at deaconess clinic are approved by the deaconess health system compensation committee. Deaconess clinic board can only make recommendation to the deaconess health system compensation committee. The compensation committee is appointed by the board of directors of deaconess health system inc. And must meet the independence requirements of the sec. The committee has the power and authority to: 1. Annually review, approve, and recommend to the board of directors for its final approval for the vice president and each other executive officers all elements of executive compensation. 2. Monitor broadly the structure, philosophy or competitiveness of the system's general hiring or compensation practices. 3. Oversee the establishment and administration of the company's broad-based benefit plans and programs. 4. Review or approve significant amendments or changes to the plans and programs. 5. Retain and terminate any compensation consultant to be used to assist in the evaluation of director, vice president or executive office compensation. 6. Sole authority to approve the consultant's fees and other retention terms. 7. Obtain advice and assistance from internal or external legal, accounting or other advisors. 8. Approve all physician and physician-related contracts. 9. Make regular reports to the board.”

“Deaconess clinic's articles of incorporation are available on the secretary of state's website. As required by law, deaconess clinic submits its consolidated financial statements to the indiana department of health which are published on its website. Governing documents, aside from the articles of incorporation, and the conflict of interest policy are not available for public inspection.”

“Deaconess clinic was organized exclusively for charitable, education, and scientific program purposes within the meaning of section 501(c)(3) of the irs code which includes (among others): to deliver health care to the public; to carry out scientific research and research projects in the public interest in the fields of medical sciences, medical economics, public health, sociology, and related area; to improve and develop the capabilities of individuals and institutions studying, teaching, and practicing medicine and other health occupations; to provide health care and health-related education for the benefit of the community in a systematic, integrated and coordinated fashion with the deaconess health system and deaconess hospital, inc. And their affiliates.”

“TRANSFERS 75,334,663.”

“The board of directors assumes responsibility for oversight of the audit of the financial statements and selection of the independent accountant; and no processes have changed from prior year.”