Camc Foundation Inc.

“Marion S. Jones, David L. Ramsey, Jeff Sandene, and Eric Shouldis, M.D. have a business relationship due to employment by a related company within the Health System.”

“The purpose of these amendments is to allow the Chair of the Foundation's Board of Directors to serve as an ex-officio director. As an ex-officio director, the chair will be counted toward a quorum and will be entitled to vote. Like other ex-officio directors, the chair will 'continue to be a director so long as he or she continues to hold the office of chair, and shall cease to be an ex officio officer immediately and automatically upon ceasing to hold the office, without any need for action by the corporation, its directors or its members.'"”

“CAMC Health System, Inc. ("CAMCHSI") is Foundation's sole voting member.”

“CAMC Health System, Inc. ("CAMCHSI") is Foundation's sole voting member and has authority to elect all voting directors of Foundation other than ex-officio directors named in Foundation's governing documents. The sole voting member has the sole authority to amend Foundation's governing documents.”

“CAMCHSI is Foundation's sole voting member and has reserved powers under Foundation's governing documents, which provide that decisions of Foundation's governing body such as election of officers, approval of annual budgets and borrowings are subject to approval by the sole voting member. The sole voting member also has all approval powers provided to members of West Virginia nonprofit corporations under state law.”

“The organization compiles necessary information for Form 990 with various officers and directors of the organization and its affiliates. The return is then prepared and reviewed by an external consultant firm. The CAMC Health System, Inc. Chief Financial Officer reviews the completed Form 990 with the CAMC Foundation, Inc. Board of Directors.”

“Corporate officers, including the President and Secretary, develop the agendas for board meetings and identify and resolve potential conflict of interest issues relative to action items. Annual disclosure procedures are implemented and the President and the CAMC Health System, Inc. Board of Directors Nominating Committee periodically review conflict situations. The organization's conflict of interest policy requires all disclosed conflicts to be reported by the Chief Compliance Officer to the CAMC Health System Management Compliance Committee. The Compliance Officer will inform the Board of Directors Audit Committee at their next scheduled meeting of all such activities approved by the CAMC Health System Management Compliance Committee. The Manager (the direct supervisor of a company representative) may concur with the Compliance Officer's decision or may ask that the CAMC Health System Management Compliance Committee review the Conflict of Interest Form in question. The CAMC Health System Management Compliance Committee will then review the conflict of interest in question at the next meeting and their decision is final.”

“The CAMCHSI Board of Directors Compensation Committee selects and supervises an independent consultant who advises the Committee on compensation arrangements and transactions between CAMCHSI companies and executives. The Committee uses the data to determine the total compensation of Foundation's President. The data is reviewed every two years.”

“The organization's audit is part of a consolidated financial audit for CAMC Health System, Inc. and Subsidiaries. Consolidated audited financial statements are available online at CAMC.org. They are also filed with the WV Health Care Authority where they are available online and in person. There is no formal method of making the organization's bylaws and conflict of interest policy publicly available, but they are available upon request. The organization's Articles of Incorporation are on file at and publicly available through the West Virginia Secretary of State's Office.”