Musc Strategic Ventures

“In approving the entity's any such compensation agreements in the future, in the normal course the entity would expect to utilize information about compensation (1) from information paid by similarly-situated tax-exempt or taxable organizations for similar services, (2) from current compensation surveys compiled by independent firms, and/or (3) actual written offers from similarly-situated organizations. It is conceivable, that in particular circumstances, the entity may not be able to readily develop such information, it will be self-evident that proposed compensation does not exceed a reasonable amount in the circumstances, or that the amount proposed to be paid as compensation is so insubstantial that the advance investment of resources to such ends would actually exceed the aggregate compensation (and commensurate benefit to the entity) being proposed. Nonetheless, even in such cases, the entity will require that any such compensation arrangements be reasonable in amount (in view of the return services to be provided) and approved by disinterested members of the board of directors (or a committee thereof) or by disinterested managers of the entity who have been delegated such authority by the board or a committee thereof, before any such compensation could be provided.”

“Business relationships exist between board members due to their involvement with affilated entities at musc, uma, and muha. -”

“Copies of the form 990 will be made available for board members at the earliest available board meeting. In addition, all records, documents, etc. And access to staff, employees, associates, consultants, vendors, etc of the corporation shall be available for review/audit by medical university of south carolina's internal auditor or his or her designee.”

“The entity's board of directors has approved the conflicts of interest policy incorporated with the bylaws described as follows. In connection with any actual or possible conflicts of interest which will or reasonalby impact an interested person's financial interest, such person must disclose the existence of his/her financial interest and the material facts to the directors and members of committees with board-delegated powers considering the proposed transaction or arrangement. After disclosure of the financial interest and material facts, and after any discussion with the interested person, he/she shall leave the board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists. An interested person may make a presentation at the board meeting, but after such presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement that results in the conflict of interest. The chairperson of the board shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. After exercising due diligence, the board shall determine whether the corporation can obtain a more advantageous transaction or arrangement with reasonable efforts from a person or entity that would not give rise to a conflict of interest. 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 shall determine by a majority vote of the disinterested directors 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 shall make its decision as to whether to enter into the transaction or arrangement in conformity with such determination. If the board has reasonable cause to believe that a member has failed to disclose actual or possible conflicts of interest, it shall inform the board of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose. If, after hearing the response of the member and making such further investigation as may be warranted in the circumstances, the board determines that the member has in fact failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.”

“All governing documents for the corporation are available upon request by contacting custodian noted in line 20 below.”

“This process has not changed from the prior year.”