Wellmont Medical Associates Inc

“The business and affairs of Wellmont Medical Associates, Inc. (WMA) are governed by Wellmont Health System's Board of Directors. WMA's board of directors is designated by Wellmont Health System, the sole member of WMA. In addition to such rights of approval and consent as may be reserved to the sole member of WMA pursuant to applicable law, transactions of the following matters by WMA require the prior approval of Wellmont Health System: (A) Implementation of WMA's annual budget, (B) Incurring any loan or other indebtedness for borrowed money, (C) Acquisition of any equipment or personal property for a purchase price in excess of $50,000 or the acquisition of any real estate, regardless of purchase price, (D) The undertaking of certain contractual commitments, (E) Entering into any plan of merger or consolidation, (F) Acquisition of substantially all of the assets of any other legal entity, and (G) Institution of any litigation by or on behalf of WMA.”

“Wellmont Health System (WHS) is WMA's sole member. The board of directors of Ballad Health, WHS's parent organization, serves as WHS's board of directors and is responsible for appointing the directors of WMA's board.”

“Certain decisions of the board are, pursuant to charter, subject to approval of the members. No ordinary, day-to-day decisions are subject to member approval.”

“The Ballad Health Tax Department prepares and reviews the Form 990. During preparation other functional areas within the organization provide information and support to complete an accurate return. The return is reviewed by the organization's VP/COO and is provided in electronic form to all members of the Board of Directors prior to being filed with the IRS.”

“Ballad Health has a conflict of interest policy for all members of the Board of Directors, the Executive Chair/President, Executive Vice Presidents, Senior Vice Presidents, and Vice Presidents, and applies to all Ballad Health organizations. All persons covered by this policy are required to complete a conflict of interest disclosure form on an annual basis. Should a conflict arise, it is the responsibility of the conflicted individual to update his or her disclosure immediately. All meetings of the board or board committees have a standing agenda item first on the agenda titled "Conflicts of Interest". If a member of the board or board committee has a conflict of interest involving any issue on the board agenda, he or she must declare the conflict of interest during the period allotted for disclosure. If any issue arises during a meeting in which the board member has a conflict of interest, he or she must immediately declare the conflict. While each member of the board or board committee is responsible for disclosing conflicts of interest, it is also the responsibility of any board member aware of a conflict which has not been disclosed to ensure the board is made aware. The presiding officer of a board or board committee meeting may ask a conflicted member to excuse themselves from the meeting during the discussion related to the issue with which the conflict of interest applies. Under no circumstances shall a member vote on a matter that gives rise to a potential conflict.”

“Line 15a - Compensation Process for Top Official The executive compensation committee serves as the compensation oversight committee of Ballad Health's Board of Directors. The executive compensation committee is comprised of members who are determined to be independent and whom are not reliant upon any business relationship with Ballad Health for income or compensation. The compensation plan for Alan Levine, Ballad Health's Chairman, President and CEO, was reviewed and approved by the executive compensation committee and then by the Ballad Health Board of Directors in accordance with the Board's compensation policy and practice. The Board of Directors relies upon the advice of an independent and experienced compensation consultant with knowledge about pay practices for comparable positions within the industry, and who has access to broad data, studies and surveys in order to ensure the compensation falls within competitive and appropriate ranges for the position. Line 15b - Compensation Process for Officers On an annual basis, Ballad Health's Human Resources (H/R) Department evaluates compensation for all executives at a position level of Assistant Vice President and above. H/R's evaluation is based on market data obtained from independent third-party consultants for positions with similar responsibilities at similarly situated organizations. Based on this comparable data, Ballad Health's CEO evaluates the data and, if appropriate, makes necessary adjustments. Any adjustments to Senior Vice Presidents or above are reviewed by the Board of Directors Executive Compensation Committee. In addition, Ballad Health offers an incentive plan to executives based on targeted achievement metrics categorized by; Quality, Service and Safety; Access to Care; Financial Stewardship, and any other metrics approved from time to time by the Board of Directors.”

“Governing documents and conflict of interest policy are made available upon request to the appropriate parties requesting them. Financial statements are made available upon request to appropriate parties requesting them, and they are made available to those parties who own indebtedness of the company on a quarterly basis.”

“Closing Adjustment-Highlands Wellmont Health Network, Inc. 476. Intercompany Transfers -130,271.”