Good Samaritan Hospital

“Premier Health (Premier), as the operator of Good Samaritan Hospital (GSH), develops and oversees the implementation of the strategic plan for GSH, which includes (but is not limited to) such matters as location of clinical and administrative expenses and the consolidation of such services. GSH shall comply with and implement this plan and shall not take any action that materially departs from this plan without Premier's approval. GSH shall implement any capital and operating budget so approved and/or revised for it by Premier. GSH shall implement the business plan approved by Premier. Premier is the sole agent to negotiate all relationships with payors on behalf of GSH with all third-party payors and alternative delivery systems including, but not limited to insurers. GSH must have approval from Premier to borrow in any fiscal year, guarantee in any year, or incur any lien or other encumbrance on any property in an amount equal to or greater than $1,000,000. GSH must seek Premier's approval for any acquisitions, sale or transfer of any material asset used in Premier's activities. FORM 990, PART VI, SECTION A, LINE 4: In 2016, Good Samaritan Hospitals (GSH) Code of Regulations were modified. Listed below are the significant changes: 1) The Board of Trustees will be comprised of the President & CEO of Premier Health (or designee), the President & CEO of GSH, and the President of the Medical Staff of GSH; all as Ex-Officio members with vote. In addition, at least one "At Large" executive from either Premier Health or GSH and at least two "At Large" physicians from the Medical Staff shall be nominated. There shall always be one more physician than executive on the Board of Trustees. 2) Officers of the Corporation shall be Chair of the Board of Trustees, President & CEO, Secretary, Treasurer, Assistant Secretary(ies) and Assistant Treasurer(s). 3) Committee members shall be appointed by the Chair of the Board of Trustees. 4) An attendance requirement was added for the Trustees, requiring at least 75% attendance of the Board meetings. If this requirement is not met, the Trustee is considered to have resigned. In addition, the Trustees must attend at least 75% of each meeting, with an exception for physicians addressing urgent patient care needs. In such an event, the physician must attend at least 50% of the meeting to be considered present. 5) The Executive Committee may exercise the full powers, duties, responsibilities and authority of the Board of Trustees, except where prohibited by law, and provide written reports to the Board of Trustees of all actions taken on the Boards behalf. All actions taken by the Executive Committee must be by unanimous vote. 6) Successors to Board vacancies are selected by the Nominating Committee of GSHs Board of Trustees and approved by Samaritan Health Partners (the parent of GSH). 7) The Board of Trustees may designate the formation of auxillary organization(s). 8) In the event of dissolution of GSH, the Board of Trustees shall distribute the assets of GSH first to Samaritan Health Partners, followed by other local charitable tax-exempt organizations. Any remaining assets shall be disposed of by a local court. Premier Health has no right as a Co-Member of GSH to receive any distribution of property upon dissolution of GSH. FORM 990, PART VI, SECTION A, LINE 6: GOOD SAMARITAN HOSPITAL HAS TWO CORPORATE MEMBERS. ONE MEMBER IS SAMARITAN HEALTH PARTNERS. THE SECOND MEMBER IS PREMIER HEALTH (PREMIER), AN OHIO NON-PROFIT CORPORATION FORMED PURSUANT TO THE JOINT OPERATING AGREEMENT. SAMARITAN HEALTH PARTNERS HAS THE SOLE AUTHORITY TO ELECT THE BOARD OF TRUSTEES OF THE CORPORATION. PREMIER HAS THE GENERAL AUTHORITY TO OPERATE AND MANAGE THE OPERATIONAL ACTIVITIES OF THE CORPORATION. FORM 990, PART VI, SECTION A, LINE 7A & 7B: Samaritan Health Partners (SHP) has the sole authority to elect the Board of Trustees for Good Samaritan Hospital from among those recommended by the nominating committee set forth”

“COMPENSATION FOR GOOD SAMARITAN HOSPITALS (GSH) CEO IS REVIEWED AND APPROVED BY PREMIER HEALTH (PREMIER), WITH WHICH GSH IS AN AFFILIATE, ON AN ANNUAL BASIS. THE REVIEW PROCESS PERFORMED BY PREMIER FOLLOWS A MARKET BASED COMPENSATION PHILOSOPHY DESIGNED TO ATTRACT AND RETAIN THE EXECUTIVE TALENT REQUIRED TO MEET THE HIGH-PERFORMANCE STANDARDS OF OUR BOARD AND OUR COMMUNITY. PREMIER ANNUALLY REVIEWS EXECUTIVE COMPENSATION SURVEY DATA FOR A REGIONAL PEER GROUP OF SYSTEMS AND HOSPITALS THAT ARE SIMILAR IN SIZE AND COMPLEXITY TO PREMIER AND ITS AFFILIATES. THE DATA FOR THE SURVEY IS PROVIDED BY A THIRD-PARTY CONSULTANT GROUP THAT IS INDEPENDENT OF PREMIER. THIS REPORT INCLUDES COMPARABILITY FOR KEY EXECUTIVES, VICE PRESIDENTS, AND DIRECTOR LEVEL POSITIONS. THE INDEPENDENT COMPARABILITY DATA IS REVIEWED BY THE EXECUTIVE COMPENSATION COMMITTEE ON AN ANNUAL BASIS. THIS COMMITTEE IS COMPRISED OF THREE MEMBERS, ALL OF WHOM ARE INDEPENDENT. THIS COMMITTEE REVIEWS IN DETAIL THE COMPENSATION FOR THE PREMIER CEO, COO, CFO, CHIEF STRATEGY OFFICER, CHIEF INTEGRATION OFFICER AND THE HOSPITAL CEOS. OTHER POSITIONS ARE REVIEWED AT A HIGH LEVEL FOR REASONABLENESS. ALL THE MEETING MINUTES ARE DOCUMENTED AND KEPT ON FILE ALONG WITH ANY COMPARABILITY DATA AND THE CONSULTANT REPORT. AFTER THE COMPENSATION COMMITTEE REVIEWS AND APPROVES THE COMPENSATION ACTIONS, THE PROCESS IS AUDITED BY THE INTERNAL AUDIT DEPARTMENT. THE EXECUTIVE COMPENSATION COMMITTEE PRESENTS THE COMPENSATION ACTIONS TO THE PREMIER BOARD ANNUALLY. FORM 990, Part VI, Section C, line 19: THE GOVERNING DOCUMENTS AND FINANCIAL STATEMENTS ARE MADE AVAILABLE TO THE PUBLIC WHEN REQUIRED BY LAW OR FOR ACCREDITATION PURPOSES. THE CONFLICT OF INTEREST POLICY IS AVAILABLE ON WWW.PREMIERHEALTH.COM. FORM 990, PART XI, LINE 9: EQUITY TRANSFERS $(19,319,718) PHIC EQUITY TRANSFER $(15,668,000) PHO EQUITY TRANSFER $(8,780,000) PHG EQUITY TRANSFER $(578,286) FOUNDATION ADJUSTMENT $(235,570) TRANSFER FROM AFFILIATE $130,758 JOA DIALYSIS CENTER SALE $296,000 MINORITY INTEREST DISTRIBUTION $487,040 DISTRIBUTIONS TO PARENT $5,080,000 PENSION FUND ADJUSTMENT $11,310,551 TOTAL $(27,277,225)”