Providence Care Centers

“The organization's top management official's compensation is paid by Catholic Health Initiatives (CHI), a related organization. CHI has a defined compensation philosophy. Both the executive and non-executive compensation structures and ranges are reviewed annually in comparison to market data. CHI uses The Korn Ferry Hay Group as the independent third party to assess executive compensation programs and to ensure the reasonableness of actual salaries and total compensation packages. Compensation of the senior most executives is reviewed annually. The Korn Ferry Hay Group reviews both cash and total compensation for overall reasonableness, for adherence to CHI's compensation philosophy, and for comparability to the not-for-profit healthcare market. This independent review is delivered by Korn Ferry Hay Group to the HR committee of the CHI Board of Stewardship Trustees annually at their September meeting and minutes are shared with the full board at the December meeting. The last review was September 13, 2016. In addition, Korn Ferry Hay Group completed a comprehensive review of all positions at the level of vice president and above in the fall of 2014 to determine and validate appropriate compensation levels. These levels have been reviewed annually since and revised based on market data, where applicable. THE ADMINISTRATOR'S COMPENSATION IS PAID BY A RELATED ORGANIZATION, CHI LIVING COMMUNITIES. ANNUALLY, A COMPENSATION ANALYSIS IS CONDUCTED FOR THE POSITION OF ADMINISTRATOR AS WELL AS ALL OTHER EXECUTIVE POSITIONS. THE ANALYSIS COMPARES COMPENSATION OF SIMILARLY QUALIFIED PERSONS IN COMPARABLE POSITIONS AT SIMILARLY SITUATED ORGANIZATIONS. RECOMMENDATIONS FOR INCREASES/ADJUSTMENTS BASED ON PERFORMANCE ARE REVIEWED DURING AN EXECUTIVE COMPENSATION COMMITTEE MEETING DURING WHICH THE COMPENSATION ANALYSIS IS ALSO REVIEWED. THE PRESIDENT/CEO PROVIDES FINAL APPROVAL FOR THE ANNUAL INCREASES RECOMMENDED BY THE EXECUTIVE COMPENSATION COMMITTEE.”

“During the tax year ended 6/30/2016, no officers, directors or trustees received compensation from the organization. Any executive compensation paid to officers, directors or trustees by related organizations was set by the related organization's compensation committee utilizing both an independent consultant and comparability studies to determine compensation. Therefore, these questions are more appropriately answered as N/A.”

“Pursuant to section 8.6 of the bylaws of providence care centers, the executive committee is composed of only directors of the corporation and shall be composed of the chairperson of the board, the vice chairperson of the board, and the president, each of whom shall serve as an ex officio voting member of the executive committee. Each individual appointed to the executive committee shall serve for a term of one (1) year or until his or her successor is duly appointed by the board of directors. Pursuant to section 8.1 of the corporation's bylaws, committees, such as the executive committee, that are granted the authority to act on behalf of the board of directors may include only directors of the corporation. Further, pursuant to section 8.6 of the corporation's bylaws, the executive committee has and may exercise such powers as may be delegated to it by the board of directors. The executive committee also possesses the power to transact routine business of the corporation in the interim period between regularly scheduled meetings of the board of directors.”

“ACCORDING TO THE BYLAWS OF PROVIDENCE CARE CENTERS, THE ENTITY'S SOLE MEMBER IS CHI Living Communities, AN OHIO NONPROFIT CORPORATION.”

“According to the organization's bylaws, directors shall be appointed or refused by the corporate member. The corporate member may appoint one or more individuals to the board of directors, and may at any time remove, with or without cause, any member of the board of directors. According to the organization's bylaws, directors of the corporation shall be appointed by the corporate member no later than June 30 of each year. The names and qualifications of each individual accepted by the board of directors shall be submitted to the corporate member, who shall appoint or refuse each nominee in accordance with the corporate member's bylaws and with endorsement of the senior vice president of operations. The corporate member may unilaterally appoint one or more individuals to the board of directors should the board fail to furnish the corporate member with a list of individuals qualified to serve on the board of directors of the corporation.”

“The organization's corporate member is CHI Living Communities. Pursuant to Section 5.4 of the organization's bylaws, both CHI Living Communities and Catholic Health Initiatives have reserved powers as outlined in the CHI governance matrix. Pursuant to the governance matrix the following rights are held by the corporate member: * Approve members of the organization's board * Amendment of the corporate documents of the organization * Approve removal of a member of the governing body of the organization * Adoption of long range and strategic plans for the organization The following rights are reserved to the CHI Board directly or through powers delegated to the CHI Chief Executive Officer: * Substantial change in the mission or philosophy of the organization * Removal of a member of the governing body of the organization * Approval of issuance of debt by organization * Approval of participation of organization in a joint venture * Approval of formation of a new corporation by organization * Approval of a merger involving the organization * Approval of the sale of all or substantially all of the assets of the organization * To require the transfer of assets by the organization to CHI to accomplish CHI's goals and objectives, and to satisfy CHI debts. Pursuant to Section 5.5 of the organization's bylaws, CHI Living Communities or CHI may, in exercise of their approval powers, grant or withhold approval in whole or in part, or may, in its complete discretion, after consultation with the Board and its President and the Chief Executive Officer of the organization, recommend such other or different actions as it deems appropriate.”

“The process of reviewing the Form 990 entails a detailed review by the organization's accounting department. The governing body receives an electronic copy of the Form 990 including schedules, for review prior to filing with the IRS. Subsequent to the return being provided to the board, the tax department files the return with the appropriate federal and state agencies, making any non-substantive changes necessary to effect e-filing. Any such changes are not re-submitted to the board.”

“Catholic Health Initiatives ("CHI") has a Conflicts of Interest ("COI") policy in place to maintain the integrity of all of its activities. The policy applies to CHI Board of Stewardship Trustees and members of its committees; all board and board committee members of CHI Entities; all CHI employees; all CHI physicians (both employed and non-employed) and all physician administrators and leaders; advanced practice clinicians (both employed and non-employed); and all CHI research personnel (both employed and non-employed). Disclosure, review and management of perceived, potential or actual conflicts of interest are accomplished through a defined COI disclosure process. Each person has a general ongoing obligation to promptly and fully report to his/her direct manager, supervisor, medical staff office, board or board committee chair any situation or circumstance that may create a conflict of interest. The person must report the actual or potential conflict as soon as she/he becomes aware of it. In any situation where the person may be in doubt, a full disclosure should be made to permit an impartial and objective determination. In addition to the general ongoing obligation, there are initial disclosure obligations. The board, board committee members, and new employees are required to make disclosures at the time of their initial hiring/appointment. All non-employed, credentialed or contracted physicians are required to make disclosures at the time of their credentialing and during any subsequent reappointment or recredentialing. All researchers are required to make disclosures upon consideration of affiliation with a research sponsor. In addition to the general ongoing and initial disclosure obligations, there is an annual disclosure obligation. All corporate officers, board and board committee members, employees at the level of manager and above, researchers, supply chain employees, employed physicians, physician administrators and leaders, and employed advanced practice clinicians must complete a new conflict of interest disclosure annually. Disclosures of perceived, potential or actual conflicts involving financial interests are forwarded to the Conflicts of Interest Review Committee ("C-CIRC") or Legal Services Group for review depending on the position of the person involved. The C-CIRC reviews COI questionnaires containing disclosures of perceived or possible conflicts for employees at a level of manager or above, supply chain employees, researchers and physicians, physician administrators and leaders, and advanced practice clinicians (both employed and non-employed). In the determination of a conflict, a COI management plan will be developed for that person. With respect to those audiences for which the C-CIRC has review responsibility, the C-CIRC will facilitate development of any such conflict of interest management plan in collaboration with local CRP staff. A designated CHI Entity staff will be responsible for monitoring the COI management plan and for documenting monitoring activities. At its sole discretion, a CHI Entity may reject a Person's request to enter into the relationship in question, or require the relationship be sufficiently altered to avoid a potential COI. If the C-CIRC determines that there is a potential or actual conflict of interest that does not currently have appropriate controls to address the conflict of interest, it may recommend that the disclosing person be allowed to participate in the activity or transaction subject to restrictions as outlined in the COI management plan. If a Person does not agree with a determination made by the C-CIRC, its interpretation of the Policy or Addenda, or seeks an exemption or exception, the following steps should be followed. The Employee disputing the review decision, interpretation of the Policy, or seeking exemption or exception must present the matter to the Employee's immediate direct manager or supervisor for review and determination. If the Employee and”

“The organization's financial statements, conflict of interest policy and governing documents are available to the public upon request. The organization's financial statements are included in Catholic Health Initiatives' consolidated audited financial statements that are available at http://www.catholichealthinitiatives.org/ or at www.DACBOND.org.”