Southeastern Regional Medical Center Inc

“Ronald Sargent and Suzanne Vautrinot - Business relationship”

“Coh holdco inc. (fein: 87-3651176) is the sole corporate member of southeastern regional medical center, inc. (city of hope atlanta) (the "hospital").”

“Coh holdco inc., as the sole corporate member of the hospital, elects the hospital's board of directors. Additionally, coh holdco inc. Has the power to appoint directors to the board when vacancies arise and may also remove any director(s) from office, with or without cause.”

“Certain actions may not be undertaken without the prior written approval of the sole corporate member, coh holdco, as specified in the governing documents of city of hope atlanta, including: borrowing money in the name of city of hope atlanta or utilizing property owned by city of hope atlanta as security for such loans; assign, transfer, pledge, compromise or release any of the claims or debts to city of hope atlanta except on payment in full, or arbitrate or consent to the arbitration of any dispute or controversy of city of hope atlanta; make, execute or deliver any assignment for the benefit of creditors, or any bond, confession of judgment, chattel mortgage, security agreement, deed, guaranty, indemnity bond, surety bond, or contract to sell or bill of sale of the property of city of hope atlanta; acquire, purchase, develop, improve, sell, lease, or mortgage any corporate real estate or any interest therein or enter into any contract for any such purposes; or make any loan, investment, transfer or disposition of any assets of city of hope atlanta or enter into any contract or incur any liabilities on behalf of city of hope atlanta other than for fair consideration and in the ordinary course of business relating to its normal daily operations; or establish capital and operating budgets or adopt material changes thereto; or any action that could reasonably be expected to have a material adverse effect on the 501(c)(3) status of tax exempt bonds of city of hope. The following require governing body approval (as well as the approval of the sole corporate member): the adoption of, or material change in, the mission of city of hope atlanta; sale or disposition of all or substantially all assets; merger and its principal terms (and any amendment to those terms); dissolution of the corporation; adoption of operating and capital budgets; acquisitions and capital expenditures meeting a certain financial threshold; borrowings, guaranties, loan, and bond issuance meeting a certain financial threshold; creation of a new (or acquisition of a controlling interest in an existing) corporation, partnership or limited liability company; and adoption of or amendments to individual corporate investment guidelines.”

“There are no committees with the authority to act on behalf of the governing body.”

“A COPY OF THE HOSPITAL'S FORM 990 IS REVIEWED BY THE RISK, AUDIT AND COMPLIANCE COMMITTEE OF THE BOARD OF DIRECTORS OF City of Hope Atlanta, WHICH ASSISTS THE BOARD IN FULFILLING ITS RESPONSIBILITIES REGARDING FINANCIAL, ACCOUNTING, AND CORPORATE COMPLIANCE MATTERS OF CITY OF HOPE. THE FORM 990 INFORMATION IS COMPILED BY THE TAX TEAM AND PROVIDED TO EY, AN EXTERNAL ACCOUNTING FIRM, FOR THE PREPARATION OF FORM 990, WHICH IS REVIEWED THOROUGHLY WITH INTERNAL LEADERSHIP AND EXTERNAL PARTICIPANTS, INCLUDING EY, AND RETAINED OUTSIDE TAX COUNSEL. PRIOR TO FILING, THE FORM 990 IS MADE AVAILABLE TO VOTING MEMBERS OF THE CITY OF HOPE BOARD OF DIRECTORS FOR THEIR REVIEW.”

“ALL EMPLOYEES OF CITY OF HOPE AND AFFILIATES, BOARD OF DIRECTORS MEMBERS, BOARD COMMITTEE MEMBERS AND RESEARCH TEAM MEMBERS ARE COVERED BY CITY OF HOPE'S APPLICABLE CONFLICT OF INTEREST POLICIES. The REVIEW OF the annual CONFLICT DISCLOSURE Forms is performed by City of Hope's CHIEF COMPLIANCE OFFICER AND City of Hope's GENERAL COUNSEL, who are responsible for identifying any actual or perceived conflicts, formulating a conflict management plan, and communicating the result to the member and to the board or committee chair, as applicable. If a new interest or activity arises after an individual submits the disclosure form, the member must update the disclosure form within 30 days of receiving/undertaking the new interest or commitment. The Board and Board Committee Chair(s) are responsible for the review and management of all conflicts of interest disclosed to them, or of which they are aware. If the Board or Board Committee Chair(s) are unsure of how to manage a particular conflict of interest, they must seek the assistance of City of Hope's Chief Compliance Officer and City of Hope's General Counsel. RESTRICTIONS IMPOSED ON PERSONS WITH A CONFLICT VARY, BASED UPON THE FACTS, AND MAY INCLUDE: PROHIBITION FROM PARTICIPATING IN A GOVERNING BODY'S DELIBERATIONS AND VOTING ON A GIVEN TRANSACTION OR SET OF TRANSACTIONS; RECUSAL FROM THE DECISION-MAKING PROCESS RELATING TO BUSINESS TRANSACTIONS (E.G., PURCHASING DECISIONS); PROHIBITION FROM PARTICIPATING AS A PRINCIPAL INVESTIGATOR IN RESEARCH; AND DISCLOSURE OF FINANCIAL INTEREST IN RESEARCH STUDY INFORMED CONSENT FORMS AND PUBLICATIONS. CITY OF HOPE'S POLICY PROVIDES FOR DISCIPLINARY ACTION AGAINST PERSONS COVERED BY THE CONFLICT OF INTEREST POLICIES WHO DO NOT COMPLY WITH POLICY REQUIREMENTS.”

“The executive compensation and governance committee of the city of hope board of directors ("committee"), pursuant to a delegation of authority from the city of hope board of directors and the city of hope atlanta board, is responsible for approving compensation of top management official where the proposed compensation exceeds certain thresholds established by the committee. The directors on this committee are independent and adhere to a strict conflict of interest policy. Deliberation and decision making are substantiated in the minutes of the committee's meetings. The minutes are reviewed and approved at the next meeting of the committee. As part of the deliberation process, the committee receives advice from an independent, third-party compensation consultant with respect to executive compensation, including review of comparable and benchmark data, current compensation philosophy, structure, and administration of the executive compensation programs at city of hope and affiliates. The committee carries out the board of directors' overall responsibilities relating to executive compensation. The executive compensation philosophy is designed to assist in attracting and retaining the caliber of executive leadership required to enable city of hope to achieve the highest levels of community benefit, impact to clinical care, quality research and efficient philanthropic development. Under the aip and lti described in schedule j, a substantial portion of executive compensation is linked directly to performance goals approved in advance. As a result, performance compensation may vary from year to year. Goal setting under the aip is tied to annual performance, including the attainment of specific business objectives for strategic and financial performance as well as non-financial measures such as patient satisfaction and quality of patient care. The lti is designed to drive long-term organizational performance and transformation by aligning executives with the multi year strategic plan and incentivizing them to achieve key organizational and strategic objectives and goals. With three-year vesting periods, the lti also provides a means for retaining key executive talent. The committee conducts annual compensation reviews for the top management official in december where the proposed compensation exceeds compensation levels established by the committee.”

“The executive compensation and governance committee of the city of hope board of directors ("committee") pursuant to a delegation of authority from the city of hope board of directors and the city of hope atlanta board of directors, is responsible for setting the compensation of, or establishing compensation levels for total compensation consistent with city of hope's compensation philosophy, for senior leaders at the senior vice president or equivalent level. The directors on this committee are independent and adhere to a strict conflict of interest policy. Deliberation and decision making are substantiated in the minutes of the committee's meetings. The minutes are reviewed and approved at the next meeting of the committee. As part of the deliberation process, the committee receives advice from an independent, third-party compensation consultant with respect to executive compensation, including review of comparable and benchmark data, current compensation philosophy, structure, and administration of the executive compensation programs at city of hope and affiliates. The committee carries out the board of directors' overall responsibilities relating to executive compensation. The executive compensation philosophy is designed to assist in attracting and retaining the caliber of executive leadership required to enable city of hope to achieve the highest levels of community benefit, impact to clinical care, quality research and efficient philanthropic development. Under the aip and lti described in schedule j, a substantial portion of executive compensation is linked directly to performance goals approved in advance. As a result, performance compensation may vary from year to year. Goal setting under the aip is tied to annual performance, including the attainment of specific business objectives for strategic and financial performance as well as non-financial measures such as patient satisfaction and quality of patient care. The lti is designed to drive long-term organizational performance and transformation by aligning executives with the multi year strategic plan and incentivizing them to achieve key organizational and strategic objectives and goals. With three-year vesting periods, the lti also provides a means for retaining key executive talent. The committee conducts annual compensation reviews in december to set compensation levels, or where the proposed compensation exceeds compensation levels established by the committee, compensation for senior leaders at the senior vice president or equivalent level.”

“The Hospital's BYLAWS and articles of incorporation ARE NOT MADE AVAILABLE TO THE PUBLIC. The Hospital is included in the consolidated audited financial statements of CITY OF HOPE, which ARE AVAILABLE ON THE hospital's and CITY OF HOPE's WEBSITE, AND the Hospital's CONFLICT OF INTEREST POLICIES ARE AVAILABLE BY WRITTEN REQUEST MADE TO THE CONFLICT OF INTEREST MANAGER.”

“Full time exempt employees generally work in excess of 40 hours per week, which has been reflected on form 990, part vii, section a, column (b), by an estimate of 60 hours per week. The members of the board of directors are not compensated for serving on the board. The average hours reported for each director is an estimate of the time spent preparing for and attending meetings of the board of directors. The board of directors held four regularly scheduled meetings during fiscal year 2024. The risk, audit and compliance committee held five regularly scheduled meetings in fiscal year 2024.”