Tri-County Clinical

“Many of the persons listed on Part VII have a "business relationship" with each other by virtue of employment by Seton Clinical Enterprise related entities.”

“Tri-County Clinical has a single corporate member, Seton Clinical Enterprise Corporation.”

“Tri-County Clinical has a single corporate member, Seton Clinical Enterprise Corporation, who has the ability to elect members to the governing body of Tri-County Clinical.”

“Powers subject to approval by our single corporate member Seton Healthcare Family, include: 1) The formation or acquisition of legal entities for which Seton Healthcare Family will serve as the sole or controlling entity, and subject to canonical requirements, approve the sale, transfer or substantial change in use of all or substantially all of the assets of the Corporation or the divesture, dissolution, closure, merger, consolidation, change in corporate membership or corporate reorganization of the Corporation, 2) Changes to the governing documents, if changes are inconsistent with the System requirements for governing documents, 3) Appoint, upon recommendation of the board of the Corporation, or remove, with or without cause, the members of the Board of Trustees of the Corporation, 4) The transfer of assets and the reallocation of debt among the Corporation and other Health Ministries in accordance with System policies, in consultation with the corporate board, and 5) Approve the incurrence of debt of the Corporation in accordance with System policies.”

“Management, including certain officers, works diligently to complete the Form 990 and attached schedules in a thorough manner. Historically, Management has presented the Form to the Board, or a designated committee, to review and answer any questions. In addition, prior to filing the return all Board Members were provided the Form 990 and management team members were available to answer any Board Members' questions. During 2014, the Health Ministry implemented a system conversion of all of its financial reporting systems. Due to the change in systems and the tax filing deadline, this year's returns will be reviewed by the Board subsequent to the tax filing.”

“The Organization has adopted the Conflict of Interest Policy of Seton Healthcare Family. The Corporate Responsibility Officer's (CRO) delegate will prepare a summary of the Conflict of Interest Disclosure Statements and submit it to the CRO for review. The CRO will submit a written report to the applicable Board or Board Committee on the results. Procedures for Addressing the Conflict of Interest: (1) An individual with a conflict of interest may make a presentation at the meeting of the Board of Trustees or Committee of the Board, but after such presentation, he or she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement that results in the conflict of interest. (2) If deemed appropriate or advisable, the Chair of the Board or Committee of the Board, as the case may be, may appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. (3) After exercising due diligence, the Board of Trustees or Committee of the Board shall determine whether the Corporation can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest. (4) If a more advantageous transaction or arrangement is not reasonably attainable under circumstances that would not give rise to a conflict of interest, the Board of Trustees or Committee of the Board shall determine by a majority vote of the disinterested directors or members, as the case may be, whether the transaction or arrangement is in the Corporation's best interest and for its own benefit, and whether the transaction is fair and reasonable to the Corporation; and thereafter, the Board of Trustees or Committee of the Board shall decide whether to enter into the proposed transaction or arrangement in conformity with such determinations.”

“In determining the compensation of the Organization's CEO, the process performed by Ascension Health, a related entity of Tri-County Clinical, included a review and approval by independent persons, comparability data, and contemporaneous substantiation of the deliberation and decision. The Compensation Committee reviewed and approved the compensation. In the review of the compensation, the CEO was compared to individuals at other organizations in the area who hold the same title. During the review and approval of the compensation, documentation of the decision was recorded in the committee minutes. The individual was not present when his compensation was decided. In determining the compensation of other officers of the Organization, the process performed by Seton Healthcare Family, a related organization of Tri-County Clinical, included a review and approval by independent persons, comparability data, and contemporaneous substantiation of the deliberation and decision. The Audit Committee reviewed and approved the compensation. In the review of the compensation, the other officers of the Organization were compared to individuals at other organizations in the area who hold the same title. During the review and approval of the compensation, documentation of the decision was recorded in the board minutes. Individuals were not present when their compensation was decided.”

“The Organization will provide any documents open to public inspection upon request.”

“Compensation for board members is paid by Seton Healthcare Family, a related organization of Tri-County Clinical. The compensation the board members receive is for their roles as officers of related organizations. None of the board members compensation is for their role as Board Members of Tri-County Clinical.”

“Independent Contractor Reporting: Compensation of independent contractors is paid by and reported on the Form 1096, Annual Summary and Transmittal of U.S. Information Returns, of Ascension Health, EIN: 31-1662309. Expenses are allocated to and reimbursed by the filing organization to Ascension Health. As such, the organization has not reported independent contractors paid on Form 990, Part VII, Section B.”

“DBA: Kyle Parkway OB/GYN Associates Seton Family of Doctors. DBA: Seton Family of Doctors at Bastrop Seton Family of Doctors at Elgin. DBA: Seton Family of Doctors at Forest Creek Seton Family of Doctors at Georgetown. DBA: Seton Family of Doctors at Hays Seton Family of Doctors at Hays Orthopedic & Sports Medicine. DBA: Seton Family of Doctors at Lockhart Seton Family of Doctors at Luling. DBA: Seton Family of Doctors at Smithville Seton Family of Doctors at Stone Hill. DBA: Seton Family of Doctors at Williamson Seton Family of Physicians. DBA: Seton Heart Institute Seton RiverBend Medical Group. DBA: Seton Smithville Medical Clinic”

“Medical Directors: Program service expenses 1,499,129. Management and general expenses 285,918. Fundraising expenses 0. Total expenses 1,785,047. Physician Contracted Services: Program service expenses 2,076,379. Management and general expenses 396,013. Fundraising expenses 0. Total expenses 2,472,392. Other: Program service expenses 3,288,641. Management and general expenses 627,340. Fundraising expenses 0. Total expenses 3,915,981.”

“Net Assets Released from Restriction 236,662.”