Anc Mission Medical Associates Inc

“Mission Health System, Inc is the sole member of Mission Medical Associates, Inc.”

“The following action of the corporation requires the prior approval of the Member: (i) appointment and removal of Board members; (j) appointment and removal of President/Chief Executive Officer; and (k) approval of employment agreement and compensation of President/Chief Executive Officer.”

“The following actions of the corporation require the prior approval of the Member: (a) amendment or repeal of the bylaws or articles of the corporation; (b) sale of assets of the corporation valued in excess of $1 million ; (c) merger or dissolution of the corporation; (d) selection of auditors; (e) adoption of strategic plans, and capital and operating budgets; (f) transactions in excess of $5 Million; (g) filing for bankruptcy; (h) incurring debt (external to the Member and its subsidiaries/affiliates) (i) appointment and removal of Board members; (j) appointment and removal of President/Chief Executive Officer; and (k) approval of compensation of President/Chief Executive Officer.”

“A draft of the Form 990 is prepared by the Director of Tax Services at Mission Health System. The Form 990 is reviewed by the organization's CEO, CFO, General Counsel and Compliance Officer of Mission Health System as well as Management at Mission Medical Associates . In addition, an outside accounting firm is engaged to review and sign the 990 and prepare the return for final filing with the IRS. Before filing, highlights of Form 990 are reviewed by Board Committees which may include the Executive Committee; Audit and Compliance Committee; Finance and Property Committee and Human Resources and Compensation Committee of Mission Health System. After committee review, a draft of the 990 is provided to the Board of Directors at Mission Health System and Mission Medical Associates for review. Highlights of Form 990 are specifically reviewed with the board and they have the opportunity to ask questions and suggest improvements or provide corrections. If there are changes as a result of board review, a corrected Form 990 will be provided for final approval before filing. After final approval, the Form 990 will be filed with the IRS.”

“The Organizations Conflict of Interest Policy is reviewed and updated annually. Education about the policy and the responsibilities of a board member occurs annually and for new board members during orientation. If a conflict of interest is identified, the interested person does not participate in any decision relating to the transaction issue. A conflict of interest is a particular relationship or arrangement that would reasonably be expected to exert an influence on the individual's judgment and preclude the individual from being an Independent Director or being independent with respect to the transaction under consideration. In addition to board members, the organization's conflict of interest policy applies to members of senior leadership, medical staff, clinical service line leaders, elected medical staff leaders, departmental directors, staff members working in the purchasing department, and all other staff members with purchasing authority, as well as immediate family members of such interested persons and entities in which interested persons have a material financial interest. The organization's policy is for all interested persons to disclose any and all conflicts of interest in accordance with the IRS guidelines for tax-exempt entities as well as any other applicable state or federal law. Upon initial assumption of duties, interested persons are provided with a copy of the conflict of interest policy and submit a conflict of interest disclosure statement. Thereafter, the statements will be completed annually. Periodically all staff members are asked to complete a conflict of interest disclosure statement. Internal and external auditors, General Counsel or outside counsel will periodically conduct a review of the disclosure process to determine whether the organization is in compliance with the policy.”

“The Organization draws wage comparison data from outside executive compensation consultants to ensure compensation levels are at fair market value The Human Resources and Compensation Committee (Committee) reviews this data and recommends to the Board any revisions to the overall philosophy and policy to guide the determination of compensation and benefit packages for executives which includes the CEO, the CFO, and President as well as all other executives, which would include all key employees. The Committee keeps and distributes minutes of all its meetings to its members. Items of a sensitive nature are referenced in the minutes with detailed, supporting documentation retained on file. The Committee also discloses any potential conflicts of interest situations to the Committee Chairman that may affect their independent directors' status as soon as they arise, and maintains complete documentation of all matters discussed by the Committee. The Committee obtains education and training to exercise all responsibilities effectively and keeps abreast of significant developments in executive compensation practices and regulations, and ensures that all aspects of Mission Health System and Hospital executive compensation adhere to all relevant regulatory requirements, and reviews the Committee charter annually revising as appropriate and conducts an annual evaluation of the Committee's performance.”

“The conflict of interest policy and financial statements are available upon request. Articles of Incorporation are available through the North Carolina Secretary of State website.”