Uvmc

“COMPENSATION TO UVMC's CEO IS REVIEWED AND APPROVED BY PREMIER HEALTH (PREMIER), OF WHICH UVMC 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 STRATEGY OFFICER, CHIEF INTEGRATION 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, Section A, Line 18: Timothy Snider serves as an officer for both Upper Valley Medical Center and another unrelated hospital. However, 100% of his compensation is paid by Upper Valley Medical Center. Mr. Snider spends approximately one-half of his working hours at each Hospital. The compensation reported on Part VII & Schedule J, Part II includes all of his reportable compensation, even though Upper Valley Medical Center is reimbursed by the unrelated hospital for his time spent at that institution. Form 990, Part XI, Line 9, Other Changes: Transfer to Upper Valley Medical Center $(616,074) Statement Pertaining to Form 5471: Under the ownership rules of IRC sections 958(A) and (B), the taxpayer is required to file form 5471, Information return of U.S. persons with respect to certain foreign corporations, as a category 5 filer with respect to certain controlled foreign corporations (CFCS). These filing requirements are or will be satisfied through the filing of forms 5471 for these CFCS by other U.S. taxpayers identified below who have the same filing requirement. Samaritan Health Partners 110 N Main St, Suite 500 Dayton, Ohio 45402 EIN: 31-1107411”

“UVMC is the parent company of the organizations listed below. As such, it coordinates the management of a tax-exempt hospital and healthcare delivery system in Troy, Ohio and surrounding areas. The community benefits from this coordination by having available a continuum of care, which allows for the introduction of the most appropriate and cost effective care. Care providers and other resources outside of the UVMC healthcare delivery system are also explained to patients allowing them to choose the organization which best meets their individual needs. Controlled entities: Upper Valley Medical Center Exempt Upper Valley Nursing Corp Exempt Upper Valley Professional Corp Exempt UVMC Foundation Exempt UVMC Management Corp Non-Exempt UVPC Specialists, Inc. Exempt After Hours Family Care, Inc. Non-Exempt Atrium Health System, MedAmerica Health Systems Corp (MedAmerica), Catholic Health Initiatives (CHI)(Parent of Samaritan Health Partners) and UVMC, all IRC Section 501(C)(3) organizations, have agreed to jointly operate separate healthcare systems pursuant to the terms of a Joint Operating Agreement. This joint operation is performed through Premier Health, an Ohio non-profit corporation. Under the operational direction of Premier Health, Atrium Health System supports Atrium Medical Center, MedAmerica supports Miami Valley Hospital, UVMC supports Upper Valley Medical Center and Samaritan Health Partners supports Good Samaritan Hospital. FORM 990, Part VI, Section A, Line 3: Premier Health (Premier) as the operator of UVMC develops and oversees the implementation of the strategic plan for UVMC, which includes (but is not limited to) such matters as location of clinical and administrative expenses and the consolidation of such services. UVMC shall comply with and implement this plan and shall not take any action that materially departs from this plan without Premier's approval. UVMC shall implement any capital and operating budget so approved and/or revised for it by Premier. UVMC shall implement the business plan approved by Premier. Premier is the sole agent to negotiate all relationships with payors on behalf of UVMC with all third-party payors and alternative delivery systems including, but not limited to insurers. UVMC 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. UVMC 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 B, Line 11B: The 990 tax return and attached schedules are prepared by a staff member in the tax department of Premier Health (Premier), with which UVMC is an affiliate. The return is reviewed by the Tax Manager and the 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 final version is sent to Ernst & Young U.S. LLP for a final review and then 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 tax return is also shared with the audit committee of Premier. Form 990, Part VI, Section B, Line 12C: PREMIER HEALTH (PREMIER), WITH WHICH UVMC 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 COMPREHE”