Upper Valley Professional Corporation

“Premier health (premier) as the operator of uvpc develops and oversees the implementation of the strategic plan for uvpc, which includes (but is not limited to) such matters as location of clinical and administrative expenses and the consolidation of such services. Uvpc shall comply with and implement this plan and shall not take any action that materially departs from this plan without premier's approval. Uvpc shall implement any capital and operating budget so approved and/or revised for it by premier. Uvpc shall implement the business plan approved by premier. Premier is the sole agent to negotiate all relationships with payors on behalf of uvpc with all third-party payors and alternative delivery systems including, but not limited to insurers. Uvpc 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. Uvpc must seek premier's approval for any acquisitions, sale or transfer of any material asset used in uvpc's activities.”

“Uvpc has one corporate member; premier health holding company, an ohio for-profit corporation.”

“Premier has the sole authority to elect the board of trustees for uvpc. For additional information, see the response above for form 990, part vi, section a, line 3.”

“See explanation for line 7a above.”

“This 990 filing and attached schedules (the return) are prepared by a staff member in the tax department of premier, with which uvpc is affiliated. The return is reviewed by the manager and director of tax compliance of premier. Next, the return is reviewed by the vice president/controller of premier. A final version of the return is provided to the board of trustees for review. At a board of trustees meeting, the vice president/controller of premier (or designee) shares detailed information on compensation and other key areas, as well as addresses any other questions from the board of trustees, pending their review. The 990 filing is also shared with the audit committee of premier.”

“Premier, with which uvpc is an affiliate, requires all board members, board committee members, medical directors, supply chain division members, authorized signers, directors, executives, medical executive committee members, medical department and section chairs, physician partnership committee members, physician guidance group members, and all employed physicians to annually review the premier comprehensive conflict of interest statement, an explanatory memorandum, the antitrust compliance policy, and complete an individual questionnaire disclosing any potential conflicts as defined in the conflict of interest policy. This is accomplished either by way of an electronic communication sent out directly by the corporate compliance department or by way of a memo sent out from the chairman of the board and chief executive officer of premier. It also includes an explanatory memorandum of specific activities that might give cause to a conflict and an individual questionnaire to disclose all such activities. This questionnaire must be completed and signed by the individual. This correspondence includes a copy of the antitrust compliance policy that must be signed by the individual. All of these documents are sent to the corporate compliance department. The corporate compliance department ensures all forms are returned and retains the documents for five years. In addition, at each meeting of the board or any board committee, following approval of the previous meeting's minutes, the board or committee chair shall request any board member who perceives a potential conflict of interest on any of the meeting's agenda items to disclose the potential conflict. Additionally, at any board or board committee meeting where the subject of conflict of interest is discussed, the minutes shall contain the name of the party discussing a potential conflict of interest, the nature of the potential conflict of interest and whether a conflict of interest was found to exist. If a conflict of interest is determined by the board to exist, the member will be excused from participating in any discussion or voting on the particular agenda item. The chief compliance and enterprise risk officer reports the results of the premier conflict of interest questionnaires no less than annually to the board of trustees by way of the compliance and audit committee. This review is documented in the minutes of the meeting. Periodically, the internal audit department will review a sample of completed conflict of interest questionnaires and report the results to the compliance and audit committee. The annual conflict of interest questionnaires are individually summarized in a document and sent electronically to the finance department for any necessary disclosures required on the 990 filing.”

“Compensation for uvpc's ceo is reviewed and approved by premier, with which uvpc 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 and national 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 data 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 contains three members, all of whom are independent. This committee reviews in detail the compensation for the premier ceo, coo, cfo, cco and other top executives. 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.”

“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 upon request.”

“Purchased labor: program service expenses 3,100,581. Management and general expenses 122,011. Fundraising expenses 0. Total expenses 3,222,592. Billing fees: program service expenses 338,006. Management and general expenses 110,312. Fundraising expenses 0. Total expenses 448,318. Outside services: program service expenses 92,757. Management and general expenses 21,694. Fundraising expenses 0. Total expenses 114,451. Bank fees: program service expenses 39,739. Management and general expenses -150. Fundraising expenses 0. Total expenses 39,589. Prof/consulting fees: program service expenses 14,605. Management and general expenses 0. Fundraising expenses 0. Total expenses 14,605.”

“Transfer from affiliate 6,917,477.”