Bethesda Inc.

“John prout, wayne shircliff, ellen katz, alan altman, md, craig eisentrout, md, michael haverkamp, and myrtis powell have a "business relationship" with each other by virtue of sitting on the board of bethesda hospital, inc., a subsidiary of bethesda, inc. As well as trihealth, inc., the good samaritan hospital of cincinnati, ohio, and trihealth hospital, inc., all affiliated entities. Edmund jones, md, grant hesser, rance duke, craig eisentrout, md, myrtis powell, bill graf and john prout have a "business relationship" with each other by virtue of sitting on the board of bethesda foundation, inc., a subsidiary of bethesda, inc. John prout and myrtis powell have a "business relationship" with each other by virtue of sitting on the board of the good samaritan college of nursing and health science. John prout, donna nienaber, esq., craig rucker, michael crofton and charles crowther have a "business relationship" with each other by virtue of sitting on related entity boards of trihealth, inc. And its subsidiaries and affiliates as well as being employed by trihealth, inc. Or its affiliates/subsidiaries. Robert l. Walker and rance duke have a "business relationship" with each other. Alan altman, md and stuart donovan, md have a "business relationship" with each other by virtue of being oficers of the bethesda hospital medical/dental staff.”

“During the fiscal year, bethesda, inc. Amended its code of regulations to allow the number of directors on the board to be no more than 24 individuals rather than no more than 21.”

“The members of bethesda, inc. Are divided into two classes. Class a members are those individuals currently serving as a trustee for bethesda, inc. Class b members, not to exceed 125 in number, began with those individuals who were members of bethesda, inc. As of may 25, 1994. Class b members have a three year term and vote others in if properly nominated by the class a members.”

“The members of bethesda, inc. Are divided into two classes. Class a members are those individuals currently serving as a trustee for bethesda, inc. Class b members, not to exceed 125 in number, began with those individuals who were members of bethesda, inc. As of may 25, 1994. Class b members have a three year term and vote others in if properly nominated by the class a members.”

“As the current board of directors represent the members of bethesda, inc. All decisions are subject to approval by the members.”

“Prior to filing, all voting members of the board are provided an electronic copy of the form 990, which is prepared by senior management in consultation with the finance and audit committee of the board, along with the committee's summary of the form 990. Subsequent to board review, the returns are filed making non-substantive changes as necessary to effect e-filing. Any such non-substantive changes are not submitted to the board.”

“All board members are required to annually disclose certain financial interests and fiduciary relationships. The executive committee and corporate counsel review responses, conduct further investigation (if necessary), and determine when a conflict exists with respect to a certain transaction. If a conflict exists, the transaction is not to be entered into unless alternatives are fully investigated, and in their absence, the board, without the participation of the interested member(s), determines that the transaction is in the best interest of the organization. Plans to manage the conflict during the relationship are implemented. All discussions are appropriately documented. All directors and managers, which include officers and key employees, are required to annually disclose any circumstances, including family and business relationships, that may create a conflict of interest for the organization. These responses are reviewed and acted upon by a conflict of interest committee.”

“In determining compensation of the organization's officers and key employees, the annual process performed by trihealth, inc. (a related organization who paid the individuals), included: compensation committee; independent compensation consultant; compensation survey or study; and, approval by the board or compensation committee. Additionally, all discussions and decisions are contemporaneously documented.”

“Bethesda, inc.'s governing documents, conflicts of interest policy and financial statements are available upon request.”

“The officers and directors for bethesda, inc. That show at least 60 hours per week, excluding the vp-treasury/investment services, provide services to trihealth, inc. (a related organization who paid the individuals) and its subsidiaries/affiliates ("trihealth") as an entire system. Hours worked, including their duties as officers and directors of the filing organization, are not tracked on an entity by entity basis, thus the average hours per week disclosed are estimates to show that the time spent by these individuals relate to them fulfilling their duties as full-time, 60 hours-per-week employees of trihealth versus their duties as officers and directors of the filing organization. In addition, the compensation reported on form 990, part vii was paid to these individuals in fulfillment of their duties as employees of trihealth. Directors (as noted with a "med staff pres" reference) for bethesda hospital, inc. Serve on the board in their capacity as medical staff president for either bethesda hospital, inc. Or the good samaritan hospital of cincinnati, ohio. Compensation shown is for his/her duties as medical staff president of the respective hospital and not for serving as a director.”

“The board of trustees of bethesda, inc. ("the corporation"), established an executive committee which may transact all business of the board in the management of the corporation during the period between meetings of the board. It shall act in all personnel matters involving executive personnel including search, selection, employment, compensation, contracts and benefits and it shall assist the board in planning and developing activities or services to further the purposes of the corporation and to assist the community. The executive committee shall consist of the chairperson of the board, the vice chairperson, the president, secretary and treasurer.”

“Bethesda, inc.'s focus is to collaborate with or fund local projects that can provide long-term, systemic solutions that improve how healthcare is provided. Outcomes would include reducing healthcare costs and enhancing the health of the community by enabling people to become more engaged in their own healthcare management.”

“For over 100 years, bethesda inc., as parent to bethesda hospital, inc., has been a leader in developing, supporting and providing comprehensive health care services and innovative solutions to transform how health care is delivered in the greater cincinnati community. Since 1995, bethesda inc. Has been one of two joint sponsors of trihealth, inc., an integrated health delivery network that includes bethesda north hospital, good samaritan hospital, hospice of cincinnati, and other physician, fitness and wellness offerings, occupational health, community outreach, home health and ambulatory services. In addition, bethesda inc. Focuses on collaborating with and/or funding local projects that provide long-term, systemic solutions that improve how health care is provided in the greater cincinnati area. Outcomes may include reducing health care costs and enhancing the health of the community by enabling people to become more engaged in their own healthcare management. Finally, bethesda, inc. Supports its subsidiaries by helping them ensure strategic alignment with the purpose of achieving the overall mission to provide the community with exceptional healthcare.”

“Miscellaneous: program service expenses 65,491. Management and general expenses 24,271. Fundraising expenses 0. Total expenses 89,762. Strategic consulting: program service expenses 129,722. Management and general expenses 81,134. Fundraising expenses 0. Total expenses 210,856.”

“Contributed capital from subsidiary 10,000,000. Transfer to subsidiary to fund community initiatives -1,791,851. Elimination of investment in direct affiliates -324,238,737.”

“The financial statements of bethesda, inc. Are audited with its subsidiaries. Bethesda, inc. Has a committee that assumes the responsibility for oversight of the audit of both its and its subsidiaries financial statements as well as the selection of the independent auditor. During the tax year, there was not a change in the process of audit oversight and/or selection of an independent auditor by bethesda, inc.”