Uvmc

“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 A, LINE 4: EFFECTIVE JANUARY 1, 2018 UVMC CEASED TO BE A MEMBER OF UPPER VALLEY MEDICAL CENTER (UPPER VALLEY). AS A RESULT OF THE CHANGE IN ITS CODE OF REGULATIONS, UVMC WILL: 1) OVERSEE THE PERFORMANCE OF PREMIER IN ITS CAPACITY AS THE PARENT ORGANIZATION AND SOLE MEMBER OF UPPER VALLEY, 2) ELECT MEMBERS TO PREMIER'S BOARD OF DIRECTORS AND 3) EXERCISE THE RIGHTS AND POWERS GRANTED TO UVMC UNDER PREMIER'S CODE OF REGULATIONS AS A MEMBER OF PREMIER. Form 990, Part VI, Section B, Line 11B: THIS 990 FILING AND ATTACHED SCHEDULES (THE RETURN) ARE PREPARED BY A STAFF MEMBER IN THE PREMIER TAX DEPARTMENT, OF WHICH UVMC IS AN AFFILIATE. THE RETURN IS REVIEWED BY THE TAX MANAGER AND 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 OF THE RETURN 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 QUESTIONS FROM THE BOARD OF TRUSTEES, PENDING THEIR REVIEW. THE 990 FILING IS ALSO SHARED WITH THE AUDIT COMMITTEE OF PREMIER. Form 990, Part VI, Section B, Line 12C: 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 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, FOLLOWI”

“COMPENSATION FOR UVMC'S CEO IS REVIEWED AND APPROVED BY PREMIER, WITH 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 INTEGRATION OFFICER, CHIEF STRATEGY 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 UPON REQUEST. Form 990, Part XI, Line 9: EQUITY TRANSFERS TO AFFILIATES $(4,990,483) CAPITAL DONATATIONS (1,720,789) ----------- TOTAL $(6,711,273) 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”