Union Health System Inc.

“The process of reviewing the form 990 includes a detailed review of the form by the organization's management. The governing body will review the final form 990 including requested schedules, as ultimately filed with the irs, prior to filing.”

“The written conflict of interest policy is regularly and consistently monitored and compliance enforced by the chairperson of the board. The scope of this policy includes directors, officers, management, and employees. The policy is in place to avoid personal interests that conflict, or may appear to conflict, with the best interests of union health systems and its affiliates and the communities they serve. The covered persons are to refrain from personal interests, direct or indirect with any third parties. It is the responsibility of officers, management, and employees to scrutinize their transactions and outside business interests and relationships for potential conflicts and to immediately make such disclosures and act accordingly. A self-disclosure from covered persons to the board of directors is required on any potential conflicts of interest. The covered persons are to refrain from participating in any deliberation or decisions on such transactions. The conflicts disclosed are reviewed and resolved by the chairperson of the board.”

“The process for determining compensation of sr. Executive or sr. Administrative positions includes a subcommittee of the union hospital's board of directors' executive committee consisting of independent board members whose responsibility includes such review, including review of the ceo's compensation. They gather information and follow the steps set forth below and in turn submit to the full board of directors the recommendations in terms of compensation and benefits for the ceo and sr. Management. A subcommittee of the board of directors' executive committee consists of individuals who are independent and disinterested board members. The ceo is excused from the meeting when his/her compensation/benefits are reviewed both at the committee level and the board level. The steps include: 1. The executive/compensation subcommittee instructs the vp of human resources to retain an outside independent consultant to (1) provide the committee with information, and (2) to review the actions and compensation/benefits to be sure that there is not excessive compensation. The consultant that has been used the past several years is sullivan cotter & associates, inc. Under the process, sullivan cotter first is provided with the names and job descriptions for the sr. Management team that is being evaluated. The independent advisor then submits to the executive/compensation subcommittee comparable information, specifically: > four (4) commercially available executive health care compensation surveys prepared by independent firms, were referenced to obtain market data for this review: - integrated healthcare strategies: 2018 healthcare executive compensation survey - advisory board benchmark data 2018 survey - indiana hospital & health association: 2018 compensation survey report - sullivan cotter & associates: 2018 survey of manager and executive compensation in hospitals and health systems > market data reflecting functionally-comparable positions were obtained for all ten executive positions > data were abstracted for comparably-sized organizations as measured by net revenue > the data reported represented the 50th, 75th, and 90th percentiles of base salary and total cash compensation (base salary plus actual annual incentive - abbreviated tcc) > regional market data were also collected from the published compensation surveys as well as a special cut of the following indiana hospitals from sullivan cotter's 2018 survey of manager and executive compensation in hospitals and health systems: - ball memorial hospital - reid hospital & health care services - bloomington hospital - riley hospital for children - elkhart general hospital - saint john's health system - good samaritan hospital - saint joseph regional medical center - memorial hospital of south bend - saint mary's medical center - methodist hospitals - terre haute regional hospital - parkview hospital > that data was also reported with national average, regional average and indiana average. 2. The executive/compensation subcommittee of union hospital's board of directors takes the data provided by the independent consultants and following a review of the performance of each individual submits to the full board for approval recommendations in terms of salaries, benefits, and bonuses. Final approval is by the board of directors. The ceo does not take part in the discussion or action on his/her salary, benefits and bonus. 3. Minutes of the executive/compensation subcommittee and the board meetings are contemporaneously kept and maintained with the corporate minute books.”

“The organization does not make the governing documents, conflict of interest policy, or financial statements available to the public.”

“The audit committee assumes responsibility for oversight of the audit of the financial statements.”