Miami Valley Hospital

“Mary M. Clancy (trustee) and Thomas R. Curtin (Key Employee) have a business relationship. FORM 990, PART VI, SECTION A, LINE 3: PREMIER HEALTH (PREMIER) AS THE OPERATOR OF MIAMI VALLEY HOSPITAL (MVH) DEVELOPS AND OVERSEES THE IMPLEMENTATION OF THE STRATEGIC PLAN FOR MVH, WHICH INCLUDES (BUT IS NOT LIMITED TO) SUCH MATTERS AS LOCATION OF CLINICAL AND ADMINISTRATIVE EXPENSES AND THE CONSOLIDATION OF SUCH SERVICES. MVH SHALL COMPLY WITH AND IMPLEMENT THIS PLAN AND SHALL NOT TAKE ANY ACTION THAT MATERIALLY DEPARTS FROM THIS PLAN WITHOUT PREMIER'S APPROVAL. MVH SHALL IMPLEMENT ANY CAPITAL AND OPERATING BUDGET SO APPROVED AND/OR REVISED FOR IT BY PREMIER. MVH SHALL IMPLEMENT THE BUSINESS PLAN APPROVED BY PREMIER. PREMIER IS THE SOLE AGENT TO NEGOTIATE ALL RELATIONSHIPS WITH PAYORS ON BEHALF OF MVH WITH ALL THIRD PARTY PAYORS AND ALTERNATIVE DELIVERY SYSTEMS INCLUDING, BUT NOT LIMITED TO INSURERS. MVH 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. MVH 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, Miami Valley Hospitals (MVH) Code of Regulations were modified. Listed below are the significant changes: * The Board of Trustees shall be comprised of the following three (3) persons, ex officio with vote: the President and Chief Executive Officer of Premier Health or his/her designee; the President and Chief Executive Officer of the Corporation; and the President of the Medical Staff of Miami Valley Hospital. In addition, at least one (1) "at large" executive (either from Premier Health or the Corporation) and at least two (2) "at large" physicians from the Medical Staff shall be nominated as set forth herein. There shall always be one (1) more physician than executive on the Board of Trustees. * No Trustee may vote, authorize, or take any action by proxy. * No Trustee shall be entitled to receive compensation for services provided as a Trustee, provided that Trustees shall be entitled to reimbursement for reasonable, out-of-pocket expenses incurred in connection with such services. * All actions taken by the Executive Committee must be by unanimous vote. * The officers of the Corporation shall be: (a) a Chair of the Board of Trustees, (b) a President and Chief Executive Officer, (c) a Secretary, (d) a Treasurer, and (e) other such officers, including one (1) or more Assistant Secretaries and one (1) or more Assistant Treasurers. FORM 990, PART VI, SECTION A, LINE 6: MIAMI VALLEY HOSPITAL HAS TWO CORPORATE MEMBERS. ONE MEMBER IS MEDAMERICA HEALTH SYSTEMS. THE SECOND MEMBER IS PREMIER HEALTH, AN OHIO NON-PROFIT CORPORATION FORMED PURSUANT TO THE JOINT OPERATING AGREEMENT. MEDAMERICA HEALTH SYSTEMS HAS THE SOLE AUTHORITY TO ELECT THE BOARD OF TRUSTEES OF THE CORPORATION. PREMIER HEALTH HAS THE GENERAL AUTHORITY TO OPERATE AND MANAGE THE OPERATIONAL ACTIVITIES OF THE CORPORATION. FORM 990, PART VI, SECTION A, LINE 7A & 7B: MEDAMERICA HEALTH SYSTEMS (MAHS) HAS THE SOLE AUTHORITY TO ELECT THE BOARD OF TRUSTEES FOR MIAMI VALLEY HOSPITAL (MVH) FROM AMONG THOSE RECOMMENDED BY THE NOMINATING COMMITTEE SET FORTH IN THE JOINT OPERATING AGREEMENT. MAHS HAS THE AUTHORITY TO REMOVE TRUSTEES AT ANY REGULAR OR SPECIAL MEETING OR BY WRITTEN CONSENT. FORM 990, PART VI, SECTION B, LINE 11B: THIS 990 TAX RETURN AND ATTACHED SCHEDULES (THE RETURN) ARE PREPARED BY A STAFF MEMBER IN THE TAX DEPARTMENT OF PREMIER HEALTH (PREMIER), OF WHICH MIAMI VALLEY HOSPITAL IS AN AFFILIATE. THE RETURN IS REVIEWED BY THE TAX MANAGER AND DIRECTOR OF TAX COMPLIANCE OF PREMIER. THE RETURN IS CONCURRENTLY SENT TO ERNST & YOUNG U.S. LLP FOR THEIR REVIEW. AFTER ALL CHANGES FROM THE ABOVE GROUPS ARE MADE, THE RETURN IS REVIEWED BY THE VICE PRESIDENT/CONTROLLER OF PREMIER AND THE CHIEF FINANCIAL OFFICER OF THIS ENTITY. A FIN”

“COMPENSATION FOR MIAMI VALLEY HOSPITALS (MVH) CEO IS REVIEWED AND APPROVED BY PREMIER HEALTH (PREMIER), WITH WHICH MVH 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 INTEGRATION OFFICER, CHIEF STRATEGY 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 VII, LINE 1A, Items 9 and 11: The MVH CFO serves as an officer for both Miami Valley Hospital and another unrelated hospital. However, 100% of their compensation is paid by Miami Valley Hospital. The CFO spends approximately one-half of their working hours at each Hospital. The compensation reported on Part VII includes all of their reportable compensation, even though Miami Valley Hospital is reimbursed by the unrelated hospital for the time spent at that institution. FORM 990, PART XI, LINE 9: EQUITY TRANSFER (47,930,666) PHIC EQUITY TRANSFER (5,632,000) PH PLAN EQUITY TRANSFER (1,920,000) PHG EQUITY TRANSFER (1,440,218) FOUNDATION ADJUSTMENT (480,479) JOA-DIALYSIS CENTER (221,000) SWAP AMORTIZATION (161,117) CAPITAL DONATIONS 574,155 GAIN ON SALE-DIALYSIS CENTER 747,000 PENSION FASB 158 ADJUSTMENT 54,596,310 TOTAL (1,868,015)”