Piedmont Heart Institute Inc.

“Independent board members piedmont heart institute's ("phi") board of directors is comprised of three voting members, none of which are independent based upon irs guidelines. While phi itself does not have an independent board of directors, any decisions made by the phi board may be rescinded by the board of directors of phi's sole member, piedmont healthcare, inc. In addition, piedmont healthcare appoints the members of the phi board, sets compensation for phi's executives, and monitors phi's compliance with piedmont healthcare policies and procedures. The piedmont healthcare board of directors is comprised of a majority of independent members, and therefore phi is effectively governed by an independent board.”

“Organization's sole member piedmont healthcare, inc., (ein 58-1503902) is the sole member of piedmont heart institute, inc. ("phi").”

“Election of governing body the board of piedmont healthcare appoints the members of the board of directors of piedmont heart institute.”

“Decisions of governing body piedmont heart institute's board policies and decisions must be filed, immediately after adoption, with the secretary of the piedmont healthcare board of directors. Such policies and decisions of the piedmont heart institute board of directors are not subject to the approval of or ratification by the piedmont healthcare board, but should the need arise, they may be rescinded by the piedmont healthcare board through a majority vote of its directors.”

“990 review process information needed to prepare piedmont heart institute's form 990 is compiled by individuals in piedmont healthcare, inc.'s finance department. The 990 is then prepared internally by piedmont healthcare, inc.'s tax director and submitted to an external tax preparer for review. Prior to filing, copies of form 990 are provided to the board of directors of piedmont healthcare, inc., the organization's sole member, for board review.”

“Conflict of interest policy compliance with the organization's conflict of interest policy is monitored and enforced by organization management in coordination with piedmont healthcare's chief compliance officer. All senior leaders, board members, physician employees, nurse practitioners/physician assistants and employees and non-employees engaged in research are required to annually disclose all matters which could potentially constitute a conflict of interest. Matters disclosed under the policy must be reviewed in writing by the piedmont healthcare conflict of interest committee in order to determine whether a conflict exists and, if so, whether to eliminate or manage the conflict. All board members and employees of piedmont heart institute are provided training on conflict of interest issues, including reporting requirements, at new-employee orientation and at least annually thereafter. Noncompliance with the conflict of interest policy must be reported to piedmont healthcare's senior vice president of compliance for investigation, and remedial steps must be taken as appropriate under the piedmont healthcare disciplinary policies.”

“Executive compensation compensation for executives of piedmont heart institute is set by the board of directors of its sole member, piedmont healthcare, inc., and paid on behalf of the organization by piedmont healthcare, inc. The piedmont healthcare, inc., board of director's executive performance and compensation committee ("the committee") is composed of at least three members of the phc board of directors, serving terms of three years, and the majority of which are community directors who generally do not have conflicts of interest related to fulfillment of the duties as outlined below. The executive performance and compensation committee ("committee") oversees executive performance and compensation on behalf of the phc board, subject to the ultimate authority and oversight of the board. The committee also formulates policies and makes decisions in order to ensure a high level of executive performance. This committee is authorized to act on behalf of the phc board as set out in this charter, and the committee is also charged with providing recommendations and periodic reports to the phc board regarding executive performance and compensation. Functions of the committee - assess and implement policies regarding performance, compensation and benefits of the president/ceo and other executives as determined by the committee - select an executive compensation consultant who reports to the committee - annually review the president/ceo succession plan - formulate and implement annual performance objectives for the president/ceo, and review and approve annually recommendations from the president/ceo relating to compensation, performance objectives, and succession plans for evp executives - annually assess president/ceo performance; if necessary, implement action plan with president/ceo input to improve his/her performance; adjust compensation as appropriate; the committee chair shall consult with the phc governance committee chair and the phc board chair and shall coordinate the annual performance review of the phc president/ceo, unless the phc board chair has a real or perceived conflict of interest, in which case the committee chair shall determine the proper review process - review and approve long term and short term goals to be used in connection with evp compensation programs as recommended by the president/ceo and validated by the compensation consultant - periodically review compensation, if any, for the phc board chair and all board chairs of the phc subsidiaries - establish other policies and procedures, and perform other tasks, related to executive performance and compensation, including but not limited to, approval of executive employment contracts and benefits - periodically report significant decisions and any additional requested information to the phc board”

“Disclosure of governing, conflict of interest and financial documents governing documents, conflict of interest policy and financial statements are available upon request. These documents should be requested from piedmont healthcare, inc's legal counsel.”

“Number of forms 1099 filed all calendar year 2013 forms 1099 were filed on behalf of piedmont heart institute by its sole member, piedmont healthcare, inc. (ein 58-1503902), pursuant to an agreement with the irs to file all forms 1099 for the piedmont healthcare system on a combined basis.”

“Other purchased services other purchased services listed on part ix, line 11g include the following: physician services - $416,985 consulting - $95,238 marketing - $72,373 conferences & events - $43,475 research - $19,999 miscellaneous other services - $367,468”

“Changes to net assets reported on part xi, line 9 are comprised of: $(294,639) of assets released from restriction; $526,150 of book/tax differences related to timing of revenue recognition; and $209,998 of restricted contributions.”